Common use of Representations by the Underwriters Clause in Contracts

Representations by the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, the Company as follows: (a) Such Underwriter has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the United Kingdom. For purposes of this Section 17, “retail investor” means a person who is one or more of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”); (ii) a customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA. For purposes of this Section 17, “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (b) Such Underwriter has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company. (c) Such Underwriter has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Representations by the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, the Company as follows: (a) Such Underwriter has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the United Kingdom. For purposes of this Section 17, “retail investor” means a person who is one or more of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018Xxx 0000, as amended by the European Union (Withdrawal Agreement) Act 2020 Xxx 0000 (the “EUWA”); (ii) a customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000Xxx 0000, as amended (the “FSMA”), and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA. For purposes of this Section 17, “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (b) Such Underwriter has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company. (c) Such Underwriter has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Representations by the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, the Company as follows: (a) Such Each Underwriter has not offered, sold or otherwise made available severally represents and will not offer, sell or otherwise make available any Securities to any retail investor in the United Kingdom. For purposes of this Section 17, “retail investor” means a person who is one or more of the followingagrees that: (i) a retail client, as defined it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in point investment activity (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”); (ii) a customer within the meaning of the provisions section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended Axx 0000 (the “FSMA”), and ) received by it in connection with the issue or sale of any rules or regulations made under Securities in circumstances in which section 21(1) of the FSMA does not apply to implement the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (b) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (EUeach, a “Relevant Member State”), each Underwriter severally represents and agrees that it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may make an offer of Securities to the public in that Relevant Member State at any time: (a) 2016/97to legal entities which are authorized or regulated to operate in the financial markets or, where that customer would if not qualify as so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a professional clienttotal balance sheet of more than EUR 43,000,000; and (3) an annual net turnover of more than EUR 50,000,000, as defined shown in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWAits last annual or consolidated accounts; or (iiic) in any other circumstances which do not require the publication by the Company of a qualified investor, as defined in prospectus pursuant to Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue 3 of the EUWAProspectus Directive. For the purposes of this Section 1715 of this Agreement, the expression “offeran offer of Securities to the public” includes in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (b) Such Underwriter has only communicated or caused to , as the same may be communicated varied in that Member State by any measure implementing the Prospectus Directive in that Member State and will only communicate or cause to be communicated an invitation or inducement to engage the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Companyeach Relevant Member State. (c) Such Each Underwriter has complied represents and will comply with all applicable provisions of the FSMA agrees that with respect to anything done by any other jurisdiction outside of the United States it in relation to has not offered or sold and will not offer or sell any of the Securities inin any jurisdiction, from except under circumstances that resulted, or will result, in compliance with the applicable rules and regulations of such jurisdiction and which will not require the publication by the Company of a prospectus or any registration or filing by the Company with any governmental agency or body or any stock exchange authority. (i) Each Underwriter represents and agrees that it shall not use, refer to or distribute any Free Writing Prospectus except: (A) a Free Writing Prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only information describing the preliminary terms of the Securities or their offering or otherwise involving permitted under Rule 134 of the United KingdomSecurities Act; (B) a Free Writing Prospectus as shall be agreed in writing with the Company that is not distributed, used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Company consents to such dissemination; and (ii) The Company hereby agrees that the Underwriters may distribute to investors a Free Writing Prospectus that contains the final terms of the Securities substantially in the form set forth in Annex III hereto and that such Free Writing Prospectus substantially in the form set forth in Annex III hereto will be filed by the Company in accordance with Rule 433(d) and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.