Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has Ventas Entities shall not made and, unless it obtains the prior consent of the Representative, will not make, make any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 under the Securities Act without the prior written consent of the Rules and RegulationsRepresentatives; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I heretoB hereto and any electronic road show. Any such Issuer Free Writing Prospectus or other free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If The Ventas Entities consent to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Notes or their offering, (ii) information that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Ventas Entities contemplated in Section 1(iv) hereof, or (iii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Ventas Entities being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriter. If, at any time following the issuance of an Issuer Free Writing Prospectus there occurs an Prospectus, any event or development shall occur as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities that has not been superseded or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleadingmodified, the Company will Ventas Entities agree to promptly notify the Representative Representatives of such event and will promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. (a) The Company represents and agrees that it has not made andthat, unless it obtains without the prior consent of the RepresentativeAgent, it has not made and will not make, make any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of 405; the Rules Agent represents and Regulationsagrees that, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that without the prior written consent of the Representative hereto shall be deemed Company, it has not made and will not make any offer relating to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any Securities that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Representative Agent is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including listed in respect of timely filing with the Commission, legending and record keepingExhibit F hereto. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an any event shall occur or development condition shall exist as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to Statement, any preliminary prospectus or the Offered Securities Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing existing at that subsequent time, not misleading, the Company will promptly notify the Representative Placement Agents and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, statement or omission. . (b) The Company has complied and will comply with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions in under Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeUnderwriters, will not make, any offer relating to the Offered Securities Units that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Underwriters hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If If, at any time following the issuance of an Issuer Free Writing Prospectus Prospectus, there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Units or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I C hereto. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating The Company consents to the Offered Securities or would include use by any Underwriter of a free writing prospectus that (a) is not an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions “issuer free writing prospectus” as defined in Rule 433 of the Securities Act, or (b) contains only (1) information describing the preliminary terms of the Securities or their offering or other information included in the Disclosure Package, (2) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Company not to avoid a requirement take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Company being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company Issuer represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by the Issuer with the Commission or retained by the Company Issuer under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included identified in Schedule Annex I heretoand Axxxx XX to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Issuer agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Issuer consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict contemplated in Section 3(k); provided that each Underwriter severally covenants with the information contained Issuer not to take any action without the Issuer’s consent that would result in the Registration Statement relating a free writing prospectus being required to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission any electronic road showunder Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Issuer thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of an Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents Issuers represent that they have not made, and agrees that it has not made andagree that, unless it obtains they obtain the prior written consent of the Representative, they will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Issuers with the Commission or retained by the Company Issuers under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Issuers agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Issuers consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Issuers contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Issuers not to take any action without the Issuers’ consent, which consent shall be confirmed in writing, that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement Issuers being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Issuers thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeUnderwriter, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative Underwriter is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus Prospectus, there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and the Guarantor jointly and severally represent, warrant and agree that they have not made and, unless they obtain the prior written consent of the Representatives, will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeCompany, the Guarantor and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Rules and RegulationsCompany or the Guarantor, whether or not required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsCommission; provided that the prior written consent of the Representative hereto Company, the Guarantor and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit D-1 hereto and to any electronic road show in Schedule I heretothe form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees and the Guarantor jointly and severally represent, warrant and agree that (i) it has they have treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has have complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit D hereto are Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “"free writing prospectus” " as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a "free writing prospectus" as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d)(iv) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, statement or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Public Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Public Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectus. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of an Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectus or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The (i) Each of the Company and the Guarantor represents and agrees that it has not made andmade, and unless it obtains the prior written consent (which may be in electronic form) of the Representativeapplicable Selling Agents or their counsel, it will not make, and each Selling Agent represents and agrees that it has not made, and unless it obtains the prior written consent (which may be in electronic form) of the Company and the Guarantor, it will not make, any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) required to be filed with the Commission or retained by the Company under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Selling Agents shall be deemed to have been given in with respect of the to each Issuer Free Writing Prospectuses included Prospectus (including any Final Term Sheet) approved by such Selling Agents (or their counsel) in Schedule I heretoconnection with an offering of Notes pursuant to this Agreement. Any such free writing prospectus consented to by the Representative Company, the Guarantor and the applicable Selling Agent or Selling Agents (or their counsel) is herein referred to herein as a “Permitted Free Writing Prospectus.” The Unless otherwise agreed by the Company, the Guarantor and the applicable Selling Agents, the Company agrees that and the Guarantor (iA) it has have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (iiB) has have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of the contents thereof, timely filing with the Commission, legending and record keeping. If at Each of the Company and the Guarantor consents to the use by any Selling Agent of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in such Rule 433, and (2) complies with the requirements of Rule 164 and Rule 433 and contains only (X) information describing the preliminary terms of the Notes (and related Guarantee) or their offering, (Y) information permitted by Rule 134 under the Securities Act or (Z) information that describes the final terms of the Notes (and related Guarantee) or their offering and that is included in the Final Term Sheet contemplated in Section 4(a) of this Agreement. In addition, a Selling Agent may use and distribute a road show (as defined in such Rule 433) prepared or recorded with the Guarantor, unless (1) the Guarantor reasonably requests otherwise in writing and (2) the Guarantor otherwise ceases its own use or replay of such road show. The prior sentence shall not limit any of the Guarantor’s obligations under paragraph (e) above. (ii) The Company, the Guarantor and each Selling Agent acknowledge that the parties hereto may formulate from time following to time written policies governing free writing prospectuses that vary and differ from the issuance provisions of an Issuer this Section 3(f). Such written policies may be applicable to one or more issuances of Notes, and may relate to, without limitation, (A) the obligations of the Company, the Guarantor and the Selling Agents for filing free writing prospectuses with the Commission, (B) procedures for the preparation, review and use of free writing prospectuses, (C) the Selling Agent’s preparation and distribution of free writing prospectuses that are not subject to the filing requirements of Rule 433(d)(1)(ii) under the Securities Act (a “Selling Agent Represented Limited-Use Free Writing Prospectus there occurs an event or development as Prospectus”), (D) whether the use of any free writing prospectus shall be conditioned upon the delivery of a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating legal opinion from counsel to the Offered Securities Company and the Guarantor and/or the Selling Agents and (E) any other related matters as the Company and the Guarantor may agree from time with one or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light more of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showSelling Agents.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses Prospectus included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating The Company consents to the Offered Securities or would include use by any Underwriter of a free writing prospectus that (a) is not an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions “issuer free writing prospectus” as defined in Rule 433 and (b) contains only (i) information describing the preliminary terms of the Notes or their offering, (ii) information that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 4(d) or (iii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Company not to avoid a requirement take any action without the Company’s consent (which consent shall be confirmed in writing) that would result in the Company being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company Issuer represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by the Issuer with the Commission or retained by the Company Issuer under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included identified in Schedule Annex I heretoand Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Issuer agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Issuer consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict contemplated in Section 3(k); provided that each Underwriter severally covenants with the information contained Issuer not to take any action without the Issuer’s consent that would result in the Registration Statement relating a free writing prospectus being required to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission any electronic road showunder Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Issuer thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeRepresentatives, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I III hereto. Any such free writing prospectus consented to by the Representative Representatives is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keepingrecordkeeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoD hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included on Schedule D hereto contemplated in Section 1(A)(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriter, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoD hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included on Schedule D hereto contemplated in Section 1(A)(d) or (3) information permitted under Rule 134 under the Securities Act; provided that the Underwriter covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeRepresentatives, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative Representatives is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeRepresentatives, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative Representatives is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company Each Transaction Party represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeLead Managers, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by any Transaction Party with the Commission or retained by the Company any Transaction Party under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included identified in Schedule Annex I heretoand Axxxx XX to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Each Transaction Party agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Transaction Parties consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Parent Guarantor and the Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the information contained Transaction Parties not to take any action without the Transaction Parties’ consent that would result in the Registration Statement relating a free writing prospectus being required to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by any electronic road showTransaction Party thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I C hereto. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating The Company consents to the Offered Securities or would include use by any Underwriter of a free writing prospectus that (a) is not an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions “issuer free writing prospectus” as defined in Rule 433 of the Securities Act, or (b) contains only (1) information describing the preliminary terms of the Securities or their offering or other information included in the Disclosure Package, (2) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Company not to avoid a requirement take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Company being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Common Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I C hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and agrees that (iA) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (iiB) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to or the Offered Securities Prospectuses, including, in each case, any document incorporated by reference therein that has not been superseded or would modified. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) hereof or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent, which consent shall be confirmed in writing, that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriters, it will not make, any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 0000 Xxx) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and Regulations1933 Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included in Schedule I heretoB to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Notes or development as a result their offering, (ii) information permitted by Rule 134 under the 1933 Act, or (iii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 3(m); provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showpursuant to Rule 433(d) under the 1933 Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents Issuers represent that they have not made, and agrees that it has not made andagree that, unless it obtains they obtain the prior written consent of the Representative, they will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Issuers with the Commission or retained by the Company Issuers under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Issuers agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Issuers consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Issuers contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Issuers not to take any action without the Issuers’ consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement Issuers being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Issuers thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents Ventas Entities represent, jointly and agrees severally, that it has they have not made andmade, and agree that, unless it obtains they obtain the prior written consent of the RepresentativeUnderwriter, they will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoAnnex A hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Ventas Entities consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result of which such Issuer Free Writing Prospectus would conflict their offering or (ii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement Ventas Entities being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriters, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Underwriters hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, in all material respects with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus,” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of the Rules and Regulations433; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit H hereto, to any electronic road show in Schedule the form previously provided by the Company to and approved by the Representatives, and to any Issuer RSP Free Writing Prospectus listed on Exhibit I hereto. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at , and the only information included in any time following the issuance of an Issuer RSP Free Writing Prospectus there occurs an event is the same information that is set forth in Exhibit G hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H or development as a result of which such Issuer Exhibit I hereto are Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeRepresentatives, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative Representatives is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. (A) The Company represents and warrants to, and agrees that it has not made andwith, the applicable Agent that, unless it obtains the prior consent of the Representativeapplicable Agent prior to the use thereof, it has not made and will not makemake any offer relating to Notes for which that Agent is acting as an agent or which that Agent is purchasing as a principal that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission. (B) Each applicable Agent, severally and not jointly, represents and warrants to, and agrees with, the Company and each other applicable Agent that, unless it obtains the consent of the Company and the other applicable Agents (if any) prior to the use thereof, it has not made and will not make any offer relating to the Offered Securities Notes that would constitute a “free writing prospectus” as defined in Rule 405 of under the Rules and Regulations, Securities Act required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; Commission, provided that the prior written consent of the Representative hereto Company and the other applicable Agents (if any) shall be deemed to have been given in respect of the any Approved Term Sheet or Approved Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to Prospectus attached as a “Permitted Free Writing Prospectusschedule to any applicable Terms Agreement and to communications described in Section 3.4(c)(iii).” (ii) The Company agrees represents that (i) it has treated and or agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following recordkeeping. (iii) The Company consents to the issuance use (including the making of an Issuer Free Writing Prospectus there occurs an event or development as a result statements) by the Agents of which such Issuer Free Writing Prospectus would conflict (A) information with respect to the terms of the applicable Notes in communications conveying information contained in the Registration Statement relating to the Offered applicable offering of Notes to investors prior to the preparation of the Approved Term Sheet, (B) information consistent with information that would be contained in a notice under Rule 134 under the Securities or would include an untrue statement Act and not inconsistent with information specifically set forth in the Time of material fact or would omit to state a material fact necessary in order to make the statements thereinSale Information, in light of each case which would not be required to be filed by the circumstances prevailing at that subsequent time, not misleading, Agents or the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act, (C) information that describes the final terms of the Notes or their offering and that is consistent with the Approved Term Sheet of the Company and (D) information consistent with information that is in the public domain and is not inconsistent with information specifically set forth in the Time of Sale Information, which in the case of (A) through (D) above would not be required to be filed by the Agents or the Company with the Commission under Rule 433(d) under the Securities Act.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeBMOCM, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative BMOCM hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative BMOCM is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in BMOCM or the issuance Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer BMOCM that BMOCM otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by BMOCM expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of an Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify the Representative give prompt notice thereof to BMOCM and, if requested by BMOCM, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to BMOCM an Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by BMOCM expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of the Rules and Regulations433; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit F hereto, to any electronic road show in Schedule I the form previously provided by the Company to and approved by the Representatives, and to any Issuer DSP Free Writing Prospectus listed on Exhibit G hereto. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at , and the only information included in any time following the issuance of an Issuer DSP Free Writing Prospectus there occurs an event is the same information that is set forth in Exhibit E hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F or development as a result of which such Issuer Exhibit G hereto are Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Company represents Each of the Parent Guarantor and agrees the Issuer represent that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriter, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by either the Parent Guarantor or the Issuer with the Commission or retained by either the Company Parent Guarantor or the Issuer under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriter shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included in Schedule Annex I heretoto this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Each of the Parent Guarantor and the Issuer agrees that it (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following Each of the issuance Parent Guarantor and the Issuer consents to the use by the Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus there occurs an event “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities or development as a result their offering, (ii) information permitted by Rule 134 under the Securities Act or (iii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict with the information contained Securities or their offering and that is included in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light Final Term Sheet of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions contemplated in Rule 433 to avoid a requirement to file with the Commission any electronic road showSection 3(l).

Permitted Free Writing Prospectuses. The Company represents Ventas Entities represent, jointly and agrees severally, that it has they have not made andmade, and agree that, unless it obtains they obtain the prior written consent of the RepresentativeRepresentatives, they will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Ventas Entities consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Notes or development as a result their offering, (ii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Notes or their offering and that is included in the Final Term Sheet of the Ventas Entities contemplated in Section 1(iv) hereof, or (iii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement Ventas Entities being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Ventas Entities thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and the Operating Partnership represent, warrant and agree that they have not made and, unless they obtain the prior written consent of the Representatives, will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeCompany, the Operating Partnership and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Rules Company and Regulationsthe Operating Partnership, whether or not required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsCommission; provided that the prior written consent of the Representative hereto Company, the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit F hereto and to any electronic road show in Schedule I heretothe form previously provided by the Company and the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees and the Operating Partnership represent, warrant and agree that (i) it has they have treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has Ventas Entities shall not made and, unless it obtains the prior consent of the Representative, will not make, make any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 under the Securities Act without the prior written consent of the Rules and RegulationsRepresentatives; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I heretoB hereto and any electronic road show. Any such Issuer Free Writing Prospectus or other free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If The Ventas Entities consent to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Notes or their offering, (ii) information that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Ventas Entities contemplated in Section 1(a)(iv) hereof, or (iii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Ventas Entities being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriter. If, at any time following the issuance of an Issuer Free Writing Prospectus there occurs an Prospectus, any event or development shall occur as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities that has not been superseded or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleadingmodified, the Company will Ventas Entities agree to promptly notify the Representative Representatives of such event and will promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeUnderwriter, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission (and the ASX) or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative Underwriter is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company Each Transaction Party represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeLead Managers, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by any Transaction Party with the Commission or retained by the Company any Transaction Party under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included identified in Schedule Annex I heretoand Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Each Transaction Party agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Transaction Parties consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Parent Guarantor and the Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the information contained Transaction Parties not to take any action without the Transaction Parties’ consent that would result in the Registration Statement relating a free writing prospectus being required to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by any electronic road showTransaction Party thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriters, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Underwriters hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoD hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included on Schedule D hereto contemplated in Section 1(A)(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriters.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I B hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. ‎ (i) The Company represents and agrees that it has not made and, unless it obtains ‎obtains the prior written consent of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities that Shares ‎that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations‎Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations‎Regulations; provided that the prior written consent of the Representative Agents hereto shall be deemed to have been ‎been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such ‎such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing ‎Writing Prospectus.” ”. The Company represents and agrees that (i) it has treated and will shall treat, as the ‎the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined ‎in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may ‎may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing ‎Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission‎Commission, legending and record keeping. If at The Company agrees not to take any time following action that ‎would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under ‎the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise ‎would not have been required to file thereunder.‎ (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, ‎will include any information that conflicts with the information contained in the Registration Statement relating to ‎Statement, including any document incorporated by reference therein that has not been ‎superseded or modified, or the Offered Securities or would Prospectus. In addition, no Permitted Free Writing Prospectus, ‎if any, together with the Prospectus, will include an untrue statement of a material fact or would omit to ‎to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing ‎under which they were made, not misleading; provided however, the foregoing shall not apply to ‎any statements or omissions in any Permitted Free Writing Prospectus made in reliance on ‎information furnished in writing to the Company by the Agents expressly stating that such ‎information is intended for use therein.‎ (iii) The Company agrees that if at any time following issuance of an ‎Permitted Free Writing Prospectus any event occurred or occurs as a result of which such ‎Permitted Free Writing Prospectus would conflict with the information in the Registration ‎Statement, including any document incorporated by reference therein that subsequent timehas not been ‎superseded or modified, or the Prospectus or would include an untrue statement of a material ‎fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt ‎notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without ‎charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such ‎such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any ‎statements or omissions in any Permitted Free Writing Prospectus made in reliance on ‎information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.such ‎information is intended for use therein.‎

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “"free writing prospectus” " as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “"Permitted Free Writing Prospectus.” " The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, in all material respects with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter sev- erally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of the Rules and Regulations433; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit H hereto and, to any electronic road show in Schedule I heretothe form previously provided by the Company to and approved by the Representative. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H hereto are Permitted Free Writing Prospectus there occurs an event or development as a result Prospectuses. Each Underwriter represents, warrants and agrees that, without the consent of which such Issuer Free Writing Prospectus would conflict with the information contained in Company and the Registration Statement Representative, it has not made and will not make any offer relating to the Offered Securities or that would include an untrue statement of material fact or constitute a free writing prospectus that would omit be required to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission any electronic road showother than a Permitted Free Writing Prospectus, if any.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) hereof or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent, which consent shall be confirmed in writing, that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Notes that constitutes or would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 of under the Rules and Regulations, Securities Act or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I C hereto. Any such free writing prospectus consented to to, or deemed consented to, by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at Each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representative it has not made and will not make any time following offer relating to the issuance Notes that would constitute a free writing prospectus as defined in Rule 405 under the Securities Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed with the SEC. Notwithstanding anything to the contrary contained herein (including the preceding sentence), the Company consents to the use by the Underwriters of a free writing prospectus that contains only (a) (i) information describing the preliminary terms of the Notes or their offering, (ii) information meeting the requirements of Rule 134 under the Securities Act or (iii) information that describes the final terms of the Notes or their offering and that is or is to be included in the Final Term Sheet or (b) other customary information that is neither “issuer information,” as defined in Rule 433 under the Securities Act, nor otherwise an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectus.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, in all material respects with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I B hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has shall not made and, unless it obtains the prior consent of the Representative, will not make, make any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act without the prior written consent of the Rules Representatives, the Forward Seller and Regulationsthe Forward Purchaser; provided that the prior written consent of the Representative hereto Representatives, the Forward Seller and the Forward Purchaser shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I heretoAnnex A hereto and any electronic road show. Any such Issuer Free Writing Prospectus or other free writing prospectus consented to by the Representative Representatives, the Forward Seller and the Forward Purchaser is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If The Company consents to the use by any Underwriter, Forward Seller or Forward Purchaser of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Shares or their offering, (or (ii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter, Forward Seller or Forward Purchaser severally covenants with the Company not to take any action without the Company’s consent (which consent shall be confirmed in writing) that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter, Forward Seller or Forward Purchaser that would not be required to be filed by the Company thereunder but for the action of the Underwriter. If, at any time following the issuance of an Issuer Free Writing Prospectus there occurs an Prospectus, any event or development shall occur as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities that has not been superseded or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleadingmodified, the Company will agrees to promptly notify the Representative Representatives, the Forward Seller and will the Forward Purchaser of such event and promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeBMOCM, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “"free writing prospectus” " as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative BMOCM hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative BMOCM is herein referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a "free writing prospectus" as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in BMOCM or the issuance Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer BMOCM that BMOCM otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectus. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by BMOCM expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of an Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectus or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify the Representative give prompt notice thereof to BMOCM and, if requested by BMOCM, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to BMOCM an Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by BMOCM expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that that, unless it has not made andobtains the prior consent of MLV, and MLV represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativeCompany, it has not made and will not make, make any offer relating to the Offered Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations405, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoCommission. Any such free writing prospectus consented to by MLV or by the Representative Company, as the case may be, is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit G hereto are Permitted Free Writing Prospectus there occurs an event Prospectuses. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or development as advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; it is aware that MLV and its affiliates are engaged in a result broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such Issuer Free Writing Prospectus interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that MLV hereby agrees not to engage in any such transaction which would cause its interests to be in direct conflict with the information contained in best interests of the Registration Statement relating Company; and it waives, to the Offered Securities fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or would include an untrue statement alleged breach of material fact or would omit to state a material fact necessary fiduciary duty in order to make connection with the statements therein, in light sale of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it will satisfy in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the conditions Company, employees or creditors of Company, other than in Rule 433 respect of MLV’s obligations under this Agreement and to avoid a requirement keep information provided by the Company to file with MLV and MLV’s counsel confidential to the Commission any electronic road showextent not otherwise publicly-available.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “‘free writing prospectus” ’ as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 4 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “‘Permitted Free Writing Prospectus.” ’ The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a ‘free writing prospectus’ as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 4(d) hereof or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company represents Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeUnderwriter, it will not make, and the Underwriter represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Partnership and the Underwriter, it will not make, any offer relating to the Offered Securities Units that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or retained by or, in the Company under Rule 433 case of the Rules and RegulationsPartnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Representative hereto Partnership and the Underwriter shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit F hereto and to any electronic road show in Schedule I heretothe form previously provided by the Partnership to and approved by the Underwriter. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rules 164 and 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Each of the Company and Parent, jointly and severally, represents and agrees that that, unless it has obtains the prior consent of Jefferies, and each Underwriter, severally and not made andjointly, represents and agrees that, unless it obtains the prior consent of the RepresentativeCompany and Jefferies, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations405, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoCommission. Any such free writing prospectus consented to by Jefferies or by the Representative Company and Jefferies, as the case may be, is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company agrees and Parent, jointly and severally, represents that (i) it has treated and or agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Each Underwriter, severally and not jointly, agrees with the information contained Company and the Parent not to take any action, without the consent of the Company, that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) a “free writing prospectus” (as defined in Rule 405) prepared by such Underwriter that otherwise would not be required to be filed by the Company under Rule 433(d), but for the action of such Underwriter. [Revise or delete —] For the avoidance of doubt, the parties hereto agree, severally and not jointly, that the Issuer General Free Writing Prospectus contemplated by Section 3(r) hereof is a Permitted Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriter, such consent not unreasonably to be withheld, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following The Company consents to the issuance use by the Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus there occurs an event “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Underwritten Securities or development as a result their offering, (ii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Underwritten Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 4(d) or (iii) information permitted under Rule 134 under the Securities Act; provided that the Underwriter covenants with the information contained Company not to take any action without the Company’s prior consent (which consent shall be confirmed in writing) that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I C hereto. Any such free writing prospectus consented to to, or deemed consented to, by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at Each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representative it has not made and will not make any time following offer relating to the issuance Securities that would constitute a free writing prospectus as defined in Rule 405 under the Securities Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed with the SEC. Notwithstanding anything to the contrary contained herein (including the preceding sentence), the Company consents to the use by the Underwriters of a free writing prospectus that contains only (a) (i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 under the Securities Act or (iii) information that describes the final terms of the Securities or their offering and that is or is to be included in the Final Term Sheet or (b) other customary information that is neither “issuer information,” as defined in Rule 433 under the Securities Act, nor otherwise an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectus.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Public Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Public Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I C hereto. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of the Rules and Regulations433; provided that the prior written consent of the Representative hereto Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit H hereto and to any electronic road show in Schedule the form previously provided by the Company to and approved by the Representatives, and to any Issuer DSP Free Writing Prospectus listed on Exhibit I hereto. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at , and the only information included in any time following the issuance of an Issuer DSP Free Writing Prospectus there occurs an event is the same information that is set forth in Exhibit G hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H or development as a result of which such Issuer I hereto are Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of the Rules and Regulations433; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit H hereto, to any electronic road show in Schedule the form previously provided by the Company to and approved by the Representatives, and to any Issuer DSP Free Writing Prospectus listed on Exhibit I hereto. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at , and the only information included in any time following the issuance of an Issuer DSP Free Writing Prospectus there occurs an event is the same information that is set forth in Exhibit G hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H or development as a result of which such Issuer Exhibit I hereto are Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of JMP, and JMP represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativeCompany, it has not made and will not make, make any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations405, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoCommission. Any such free writing prospectus consented to by JMP or by the Representative Company, as the case may be, is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit G hereto are Permitted Free Writing Prospectus there occurs an event or development as Prospectuses. If the foregoing correctly sets forth the understanding between the Company and JMP, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a result of which such Issuer Free Writing Prospectus would conflict with binding agreement between the information Company and JMP. Very truly yours, By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Registration Statement relating to Amended and Restated Equity Distribution Agreement between Dynex Capital, Inc., (the Offered “Company”) and JMP Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make LLC (“JMP”) dated March 31, 2017 (the statements therein“Agreement”), in light I hereby request on behalf of the circumstances prevailing Company that JMP sell up to [ ] shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share, at a minimum market price of $[ ] per Placement Share between [ ], 20[ ] and [ ], 20[ ]. [There shall be no limitation on the number of Placement Shares that subsequent timemay be sold on any one (1) day.] [No more than [ ] Placement Shares may be sold on any one (1) day.] ADDITIONAL SALES PARAMETERS MAY BE ADDED, not misleadingSUCH AS THE SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY JMP, AND/OR THE CAPACITY IN WHICH JMP MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT OR BOTH). Very truly yours, By: Name: [ ] Title: [ ] The amount of any discount, commission or other compensation to be paid by the Company will promptly notify to JMP shall be up to two percent (2.0%) of the Representative gross proceeds with respect to sales of the Placement Shares actually effected by JMP. Xxxx Xxxxxxx xxxxxxxx@xxxxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx xxxxxxxxx@xxxxxxxxxxxxx.xxx Xxxxxx Xxxxxx xxxxxxx@xxxxxxxxxxxxx.xxx Xxx Xxxxxxxx xxxxxxxxx@xxxxxxxxxxxxx.xxx Xxxxx Boston (Chief Executive Officer, President and will promptly amend or supplementCo-Chief Investment Officer) Xxxxx Xxxxxxxxx (Executive Vice President, at its own expenseChief Operating Officer and Chief Financial Officer) Xxxx Childress (Vice President and Controller) Mortgage Investment Corporation MSC I L.P. Investment Capital Access, Inc.* Commercial Capital Access One, Inc.* MERIT Securities Corporation* Financial Asset Securitization, Inc.* Issued Holdings Capital Corporation* GLS Capital, Inc. GLS Properties, LLC Allegheny Commercial Properties I, LLC Allegheny Income Properties I, LLC Allegheny Special Properties, LLC Dynex Commercial Services, Inc. Dynex Securities Corporation SMFC Funding Corporation SHF Corp. St. Xxxx Acquisition Limited Partnership * Denotes a “significant subsidiary”, as such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions term is defined in Rule 433 to avoid a requirement to file with 1-02 of Regulation S-X promulgated under the Commission any electronic road showExchange Act.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeUnderwriter, it will not make, any offer relating to the Offered Securities Stock that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriter shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoA hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following The Company consents to the issuance use by the Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus there occurs an event “issuer free writing prospectus” as defined in Rule 433, or development as a result (b) contains only (1) information describing the preliminary terms of which such Issuer Free Writing Prospectus would conflict the Stock or the offering or (2) information permitted under Rule 134 under the Securities Act; provided that the Underwriter covenants with the information contained Company not to take any action without the Company’s consent, which consent shall be confirmed in writing, that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has Ventas Entities shall not made and, unless it obtains the prior consent of the Representative, will not make, make any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 under the Securities Act without the prior written consent of the Rules and RegulationsRepresentatives; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I heretoB hereto and any electronic road show. Any such Issuer Free Writing Prospectus or other free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If The Ventas Entities consent to the use by the Underwriters of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, and (b) contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information permitted under Rule 134 under the Securities Act; provided that the Underwriters covenant with the Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Ventas Entities being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriters. If, at any time following the issuance of an Issuer Free Writing Prospectus there occurs an Prospectus, any event or development shall occur as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities that has not been superseded or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleadingmodified, the Company will Ventas Entities agree to promptly notify the Representative Representatives of such event and will promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied in all material respects and will complycomply in all material respects, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict in any material respect with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that that, unless it has not made andobtains the prior consent of CF&Co, and CF&Co represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativeCompany, it has not made and will not make, make any offer relating to the Offered Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus” ," as defined in Rule 405 of the Rules and Regulations405, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoCommission. Any such free writing prospectus consented to by CF&Co or by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treatCompany, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus"issuer free writing prospectus," as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 20 hereto are Permitted Free Writing Prospectus there occurs an event or development as Prospectuses. [Signature Page Follows.] If the foregoing correctly sets forth the understanding among the Company and CF&Co, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a result of which such Issuer Free Writing Prospectus would conflict with binding agreement among the information Company and CF&Co. Very truly yours, By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Controlled Equity Offering--Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Registration Statement Controlled Equity OfferingSM Sales Agreement between Uranium Energy Corp. (the "Company") and Cantor Xxxxxxxxxx & Co. ("CF&Co") dated December 31, 2013 (the "Agreement"), I hereby request on behalf of the Company that CF&Co sell up to [ ] shares of the Company's common stock, par value $0.001 per share, at a minimum market price of $_______ per share until [date]*. * The Company shall add additional parameters, such as the bracketed text above regarding a termination date, to the Placement Notice as it may deem necessary at any time. CANTOR XXXXXXXXXX & CO. Xxxx Xxxxx xxxxxx@xxxxxx.xxx Xxxx Xxxxxxx xxxxxxxx@xxxxxx.xxx With copies to: XXXxxxxxxxxxXxxxxxXxxxxxxx@xxxxxx.xxx Xxxx Xxxxxx xxxxxxx@xxxxxxxxxxxxx.xxx Xxxx Xxxxxxxxx xxxxxxxxxx@xxxxxxxxxxxxx.xxx CF&Co shall be paid compensation equal to an amount to be agreed upon based on the gross proceeds from the sales of Shares pursuant to the terms of this Agreement. Incorporated by reference to Exhibit 21 of the Company's most recently filed Form 10-K. The undersigned, the duly qualified and elected [Chief Executive Officer, Chief Financial Officer, or Executive Vice President and General Counsel], of URANIUM ENERGY CORP. ("Company"), a Nevada corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(n) of the Sales Agreement dated December 31, 2013 (the "Sales Agreement") among the Company and Cantor Xxxxxxxxxx & Co., that to the best knowledge of the undersigned: (i) The representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to the Offered Securities materiality or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements thereinMaterial Adverse Effect, in light are true and correct on and as of the circumstances prevailing at date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that subsequent timespeak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not misleadingsubject to any qualifications or exceptions, are true and correct in all material respects as of the Company will promptly notify date hereof as if made on and as of the Representative date hereof with the same force and will promptly amend or supplementeffect as if expressly made on and as of the date hereof, at its own expense, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. date; and (ii) The Company represents that it has complied in all material respects with all agreements and satisfied and agrees that it will satisfy all conditions on their part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof (other than those conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showwaived by Cantor Xxxxxxxxxx & Co.).

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made andmade, and unless it obtains the prior written consent of the Representativeapplicable Selling Agents, it will not make, and each Selling Agent represents and agrees that it has not made, and unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) required to be filed with the Commission or retained by the Company under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Selling Agents shall be deemed to have been given in respect of the each Issuer Free Writing Prospectuses included Prospectus in Schedule I the form of Exhibit A-2 to the form of Written Terms Agreement which is attached hereto, when issued in accordance with the terms of the applicable Written Terms Agreement. Any such free writing prospectus consented to by the Representative Company and the applicable Selling Agent or Selling Agents is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Unless otherwise agreed by the Company agrees that and the applicable Selling Agents, the Company (iA) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (iiB) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of the contents thereof, timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any Selling Agent of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in such Rule 433, and (2) complies with the requirements of Rule 164 and Rule 433 and contains only (X) information describing the preliminary terms of the Notes or their offering, (Y) information permitted by Rule 134 under the Securities Act or (Z) information that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 3(g) of this Agreement. In addition, a Selling Agent may use and distribute a road show (as defined in such Rule 433) prepared or recorded with the Company, unless (1) the Company reasonably requests otherwise in writing and (2) the Company otherwise ceases its own use or replay of such road show. The prior sentence shall not limit any of the Company’s obligations under paragraph (f) above. (ii) The Company and each Selling Agent acknowledge that the parties hereto may formulate from time following to time written policies governing free writing prospectuses that vary and differ from the issuance provisions of an Issuer this Section 3(h). Such written policies may be applicable to one or more issuances of Notes, and may relate to, without limitation, (A) the obligations of the Company and the Selling Agents for filing free writing prospectuses with the Commission, (B) procedures for the preparation, review and use of free writing prospectuses, (C) the Selling Agent’s preparation and distribution of free writing prospectuses that are not subject to the filing requirements of Rule 433(d)(1)(ii) under the Securities Act (a “Selling Agent Represented Limited-Use Free Writing Prospectus there occurs an event or development as Prospectus”), (D) whether the use of any free writing prospectus shall be conditioned upon the delivery of a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating legal opinion from counsel to the Offered Securities Company and/or the Selling Agents and (E) any other related matters as the Company may agree from time with one or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light more of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showSelling Agents.

Permitted Free Writing Prospectuses. The Company represents and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it had not made and, unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the 0000 Xxx) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, 0000 Xxx) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of under the Rules and Regulations1933 Act; provided that the prior written consent of the Representative hereto Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit I hereto, to any electronic road show in Schedule I the form previously provided by the Company to and approved by the Representatives, and to any Issuer RSP Free Writing Prospectus listed on Exhibit J hereto. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at , and the only information included in any time following the issuance of an Issuer RSP Free Writing Prospectus there occurs an event is the same information that is set forth in Exhibit J hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit I or development as a result of which such Issuer Exhibit J hereto are Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. (a) The Company represents and agrees that it has not made andthat, unless it obtains without the prior consent of the RepresentativeUnderwriters, it has not made and will not make, make any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of under the Rules and Regulations, Securities Act required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I hereto. Any Securities Act, other than any such free writing prospectus the use of which has been consented to by the Representative Company and the Underwriters as is herein referred listed on Schedule C hereto; each Selling Stockholder represents and agrees that, without the prior consent of the Company and the Underwriters, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without the prior consent of the Company and the other Underwriters, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission, other than any such free writing prospectus the use of which has been consented to by the Company and the Underwriters as a “Permitted Free Writing Prospectus.” is listed on Schedule C hereto; (b) The Company agrees that (i) it has treated complied and will treat, as comply with the case may be, each Permitted Free Writing Prospectus as an requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission or retention where required and legending. (c) The Company agrees that, legending and record keeping. If during the Prospectus Delivery Period, if at any time following the issuance of an Issuer Free Writing Prospectus there any event occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to Statement, the Offered Securities Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or would omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen prevailing, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, or other document which will promptly amend correct such statement or supplementomission; provided, at its own expensehowever, such that this obligation shall not apply to any statements or omissions in an Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied made in reliance upon and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file conformity with the Commission any electronic road showUnderwriter Information or the Selling Stockholder Information.

Permitted Free Writing Prospectuses. The Company Issuer represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeLead Managers, it will not make, any offer relating to the Offered Debt Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by the Issuer with the Commission or retained by the Company Issuer under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included identified in Schedule Annex I heretoand Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Issuer agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Issuer consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an the Debt Securities or their offering or (ii) information that describes the final terms of the Debt Securities or their offering and that is included in the Final Term Sheet of the Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the information contained Issuer not to take any action without the Issuer’s consent that would result in the Registration Statement relating a free writing prospectus being required to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission any electronic road showunder Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Issuer thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I C hereto. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, or other information included in the Disclosure Package, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 3 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided, however, the foregoing shall not apply to any statements in or omissions from any Permitted Free Writing Prospectus made in reliance on and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents expressly for inclusion therein, it being understood and agreed that the only such information is as described in Section 5(b) hereof. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements in or omissions from any Permitted Free Writing Prospectus made in reliance on and in conformity with information relating to the Agents furnished in writing to the Company represents by or on behalf of the Agents expressly for inclusion therein, it being understood and agreed that it has satisfied and agrees that it will satisfy the conditions only such information is as described in Rule 433 to avoid a requirement to file with the Commission any electronic road showSection 5(b) hereof.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has Ventas Entities shall not made and, unless it obtains the prior consent of the Representative, will not make, make any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 under the Securities Act without the prior written consent of the Rules and RegulationsUnderwriter; provided that the prior written consent of the Representative hereto Underwriter shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I heretoA hereto and any electronic road show. Any such Issuer Free Writing Prospectus or other free writing prospectus consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If The Ventas Entities consent to the use by the Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information permitted under Rule 134 under the Securities Act; provided that the Underwriter covenants with the Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Ventas Entities being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriter. If, at any time following the issuance of an Issuer Free Writing Prospectus there occurs an Prospectus, any event or development shall occur as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities that has not been superseded or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleadingmodified, the Company will Ventas Entities agree to promptly notify the Representative Underwriter of such event and will promptly amend or supplement, at its own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company Ventas represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by Ventas with the Commission or retained by the Company Ventas under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Ventas agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at Ventas consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Notes or development as a result their offering, (ii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict with the information contained Notes or their offering and that is included in the Registration Statement relating to the Offered Securities or would include an untrue statement Final Term Sheet of material fact or would omit to state a material fact necessary Ventas contemplated in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statementSection 1(iv), or omission. The Company represents (iii) information permitted under Rule 134 under the Securities Act; provided that it has satisfied and agrees each Underwriter severally covenants with Ventas not to take any action without Ventas’ consent which consent shall be confirmed in writing that it will satisfy the conditions would result in Rule 433 to avoid a requirement Ventas being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by Ventas thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the Representative, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I II hereto. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent timetime under which they were made, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Company represents Ventas Entities represent, jointly and agrees severally, that it has they have not made andmade, and agree that, unless it obtains they obtain the prior written consent of the RepresentativeRepresentatives, they will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Ventas Entities consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Notes or development as a result their offering, (ii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Notes or their offering and that is included in the Final Term Sheet of the Ventas Entities contemplated in Section 1(iv) hereof, or (iii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement Ventas Entities being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 of under the Rules and Regulations, Securities Act or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included identified in Schedule I C hereto. Any such free writing prospectus consented to to, or deemed consented to, by the Representative Representatives is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at Each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representatives it has not made and will not make any time following offer relating to the issuance Securities that would constitute a free writing prospectus as defined in Rule 405 under the Securities Act, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed with the SEC. Notwithstanding anything to the contrary contained herein (including the preceding sentence), the Company consents to the use by the Underwriters of a free writing prospectus that contains only (a) (i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 under the Securities Act or (iii) information that describes the final terms of the Securities or their offering and that is or is to be included in the Final Term Sheet or (b) other customary information that is neither “issuer information,” as defined in Rule 433 under the Securities Act, nor otherwise an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectus.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoB hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including without limitation for the purposes of this Agreement, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, 405) or portion thereof required to be filed with the Commission or required to be retained by the Company under pursuant to Rule 433 of the Rules and Regulations433; provided that the prior written consent of the Representative hereto Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses included Prospectuses, if any, listed on Exhibit I hereto and to any electronic road show in Schedule I heretothe form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Representative or deemed to have been consented to as aforesaid is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit I hereto are Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showProspectuses.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made and, unless it obtains the prior consent of the RepresentativeUnderwriter, will not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative Underwriter hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I A hereto. Any such free writing prospectus consented to by the Representative Underwriter is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that it has not made and, unless it obtains the prior consent written consents of the RepresentativeAgents, will shall not make, any offer relating to the Offered Securities Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent consents of the Representative Agents hereto shall be deemed to have been given in respect of each of the Issuer Free Writing Prospectuses included free writing prospectuses set forth in Schedule I 2 hereto. Any such free writing prospectus consented to by the Representative Agents is herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. If at The Company agrees not to take any time following action that would result in the issuance Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of an Issuer the Agents that the Agents otherwise would not have been required to file thereunder. (ii) The Company agrees that no Permitted Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement relating to Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Offered Securities or would Prospectuses. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein. (iii) The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that subsequent timehas not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly notify give prompt notice thereof to the Representative Agents and, if requested by the Agents, will prepare and will promptly amend or supplement, at its own expense, such Issuer furnish without charge to the Agents a Permitted Free Writing Prospectus to eliminate or other document which will correct such conflict, untrue statement, statement or omission. The ; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company represents by the Agents expressly stating that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road showsuch information is intended for use therein.

Permitted Free Writing Prospectuses. The Company Each Transaction Party represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeLead Managers, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by any Transaction Party with the Commission or retained by the Company any Transaction Party under Rule 433 of under the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Underwriters shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included identified in Schedule Annex I heretoand Xxxxx XX to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Underwriters is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Each Transaction Party agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Transaction Parties consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Parent Guarantor and the Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the information contained Transaction Parties not to take any action without the Transaction Parties’ consent that would result in the Registration Statement relating a free writing prospectus being required to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by any electronic road showTransaction Party thereunder, but for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Offered Securities Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Company consents to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, or (b) contains only (1) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result their offering, (2) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Company not to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents Ventas Entities represent, jointly and agrees severally, that it has they have not made andmade, and agree that, unless it obtains they obtain the prior written consent of the RepresentativeUnderwriter, they will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Ventas Entities with the Commission or retained by the Company Ventas Entities under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoSecurities Act. Any such free writing prospectus consented to by the Representative Underwriter is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Ventas Entities agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at The Ventas Entities consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Securities or development as a result of which such Issuer Free Writing Prospectus would conflict their offering or (ii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the information contained Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in writing) that would result in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement Ventas Entities being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that would not be required to be filed by the Ventas Entities thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made andmade, and agrees that, unless it obtains the prior written consent of the RepresentativeRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will complycomply in all material respects, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating The Company consents to the Offered Securities or would include use by any Underwriter of (i) the Final Term Sheet and (ii) a free writing prospectus that (a) is not an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions “issuer free writing prospectus” as defined in Rule 433 and (b) contains only (1) information describing the preliminary terms of the Securities or their offering, (2) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 5(d) or (3) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Company not to avoid a requirement take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Company being required to file with the Commission any electronic road showunder Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents and agrees warrants that it has not made andmade, and each of the Company and the Operating Partnership agrees that, unless it obtains the prior consent of the RepresentativeUnderwriter, and the Underwriter represents and warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Rules and Regulations405, required to be filed with the Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule I heretoCommission. Any such free writing prospectus consented to by the Representative Underwriter or by the Company, as the case may be, is herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at any time following For the issuance purposes of an Issuer clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Schedule A attached hereto are Permitted Free Writing Prospectus there occurs an event or development Prospectuses. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriter, the Company and the Operating Partnership in accordance with its terms. Very truly yours, Urban Edge Properties By:/s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Urban Edge Properties LP By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as a result of which such Issuer Free Writing Prospectus would conflict the date first above written: By:/s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Executive Director None. Jxxxxxx X. Xxxxx Rxxxxx Xxxxxxxx Mxxx X. Xxxxxx Mxxxxxx Xxxxxx Bxxxxx Xxxxxxxxx Hxxxxxx Xxxxxxx Jxxxxxxx Xxxxxx Rxxxxx X. Xxxxxx III Mxxxxxx X. Xxxxx Sxxxxx X. Xxxxxxxxx Sxxxxx X. Xxxxxxx Axx X. Xxxx Kxxxx X. X'Xxxx Sxxxxx Xxxx See attached. Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: This agreement is being delivered to you in connection with the information contained proposed Underwriting Agreement (the “Underwriting Agreement”) among Urban Edge Properties, a Maryland real estate investment trust (the “Company”), Urban Edge Properties LP, a Delaware limited partnership (the “Operating Partnership”), and Mxxxxx Sxxxxxx & Co. LLC (the “Underwriter”) relating to a proposed underwritten public offering (the “Offering”) of common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”). Capitalized terms used herein but not described herein shall have the meanings ascribed to such terms in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in Underwriting Agreement. In order to make induce you to enter into the statements thereinUnderwriting Agreement, and in light of the circumstances prevailing benefits that the offering of the Common Shares will confer upon the undersigned in the undersigned’s capacity as an officer or trustee of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 30th day after the date of the Underwriting Agreement (such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly: (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (ii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Common Shares, in cash or otherwise, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Common Shares or any securities convertible into, or exercisable or exchangeable for, Common Shares (i) as a bona fide gift or gifts where each recipient of a gift agrees in writing to be bound by the same restrictions in place for the undersigned pursuant to this Agreement, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth herein, (iii) pursuant to the exercise or conversion of securities of the Company or any subsidiary of the Company, including, without limitation, options, warrants, notes or preferred stock, in each case granted prior to the date hereof or pursuant to the Company’s equity plans in existence on the date hereof and disclosed in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus, provided that (x) the underlying Common Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement and (y) any filing made under Section 16(a) of the Exchange Act with respect to such exercise during such 30 day period shall specify that such filing relates only to the exercise of options to purchase Common Shares, (iv) to or from any grantor retained annuity trust established by the undersigned or to or from continuing trusts for the undersigned’s immediate family members, provided that the trustee of any trust agrees in writing to be bound by the restrictions set forth herein, (v) to the Company by participants in the Company’s incentive plans to reimburse or pay federal income tax and withholding obligations in connection with vesting of restricted stock or RSU grants or the exercise of stock options or warrants, provided that any filing made under Section 16(a) of the Exchange Act with respect to such transfer shall specify that such transfer was made on a “cashless” or “net exercise” basis or to cover such tax withholding obligations of the undersigned, (vi) in any merger, consolidation, combination or sale of all or substantially all the assets of the Company where all the shareholders will receive equal consideration for their interests and in or in connection with any tender offer or other offer to purchase at least 90% of the Common Shares of the Company, provided that subsequent timein the event that the tender offer, merger, consolidation or combination is not completed, the Common Shares owned by each of the undersigned shall remain subject to the restrictions contained in this Agreement, (vii) with respect to sales of Common Shares or any securities convertible into, or exercisable or exchangeable for, Common Shares acquired after the Offering in the open market, provided that if any filing is required under Section 16(a) of the Exchange Act with respect to such transfer, the undersigned gives the Representatives written 48-hours’ notice of the intent to make such a filing and any such filing shall specify that such transfer was made only of securities acquired after the Offering in the open market, or (viii) with the prior written consent of the Underwriter. For purposes of this Lock-Up Agreement (this “Agreement”), “immediate family” shall mean any relationship by blood, marriage or adoption, not misleadingmore remote than first cousin. The undersigned further agrees that (i) the undersigned will not, during the Lock-Up Period, make any demand for or exercise any right with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, and (ii) the Company may, with respect to any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if applicable), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. This Agreement shall automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of the following: (i) prior to the execution of the Underwriting Agreement, the Company will promptly notify advises the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents Underwriter in writing that it has satisfied determined not to proceed with the Offering, (ii) the Company files an application with the Commission to withdraw the registration statement related to the Offering, (iii) the Underwriting Agreement is executed but is terminated prior to payment for and delivery of the Common Shares to be sold thereunder, or (iv) May 26, 2017, in the event that the Underwriting Agreement has not been executed by such date. The undersigned acknowledges and agrees that it will satisfy the conditions in Rule 433 to avoid whether or not any public offering of Common Shares actually occurs depends on a requirement to file with the Commission any electronic road shownumber of factors, including market conditions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Permitted Free Writing Prospectuses. The Company represents and agrees the Guarantors represent that it has they have not made andmade, and agree that, unless it obtains they obtain the prior written consent of the RepresentativeRepresentatives, they will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations, Securities Act) required to be filed by the Company or the Guarantors with the Commission or retained by the Company or the Guarantors under Rule 433 of the Rules and RegulationsSecurities Act; provided that the prior written consent of the Representative hereto Representatives shall be deemed to have been given in respect of the any Issuer Free Writing Prospectuses included in Schedule Annex I heretoto this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representative Representatives is herein hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees and the Guarantors agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. If at The Company and the Guarantors consent to the use by any time following Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the issuance preliminary terms of an Issuer Free Writing Prospectus there occurs an event the Notes or development as a result their offering, (ii) information permitted by Rule 134 under the Securities Act, (iii) information that describes the final terms of which such Issuer Free Writing Prospectus would conflict with the information contained Notes or their offering and that is included in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light Final Term Sheet of the circumstances prevailing at Company and the Guarantors contemplated in Section 3(k) or (iv) comparable bond price information; provided, that subsequent timesuch consent shall not permit any Underwriter to, not misleading, and any Underwriter shall obtain the express prior written consent of the Company will promptly notify the Representative and will promptly amend or supplementto, at its own expense, such Issuer Free Writing Prospectus take any action that would result in a free writing prospectus being required to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file be filed with the Commission any electronic road showunder Rule 433 of the Securities Act that otherwise would not be required to be filed by the Company or the Guarantors thereunder, but for the action of the Underwriter.