Common use of Representations, Warranties and Covenants of the Investor Clause in Contracts

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor acknowledges that the shares of Common Stock acquired upon the exercise of the Investor Warrant, if not registered, will have restrictions on resale imposed by state and federal securities laws. (f) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 1934, as amended, or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page for use in and the Prospectus Supplement Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base ProspectusDisclosure Package, the Prospectus Supplement and the documents incorporated by reference thereintherein and the representations and warranties of the Company contained herein and in the Placement Agreement in making a decision to purchase the Shares. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if If the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) 4.5 The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent or the Company first contacted the such Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this AgreementOffering, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor acknowledges that the shares of Common Stock acquired upon the exercise of the Investor Warrant, if not registered or exercised via cashless exercise, will have restrictions on resale imposed by state and federal securities laws. (f) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this AgreementOffering, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 1934, as amended, or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) the Investor makes no representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2(g), (ii) the Investor shall not be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2(g) and (iii) the Investor shall have no duty of confidentiality to the Company after the issuance of the initial press release as described in Section 4.2(g).

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (ai) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (bii) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (ciii) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor acknowledges that the shares of Common Stock acquired upon the exercise of the Investor Warrant, if not registered, will have restrictions on resale imposed by state and federal securities laws. (f) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (ax) engaged in any short selling, (by) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (cz) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Units, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, has reviewed the Disclosure Package and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein and the Placement Agreement. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Units in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Units or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus SupplementDisclosure Package. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesUnits. (e) The 4.5 Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the any Placement Agent first contacted the such Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company in violation of securities laws (including, without limitation, any Short Sales involving the Company’s securities). Each Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. Each Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) 4.1. The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, and (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying relied only upon the U.S. Base Prospectus, the Prospectus Supplement Registration Statement and the documents incorporated Company’s regular reports on Forms 10-K, 10-Q, and 8-K as filed by reference thereinthe Company with the Commission. (b) 4.2. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor SecuritiesShares, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering materialmaterials, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) 4.3. The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreement of the Investor herein may be legally unenforceable. (d) 4.4. The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) 4.5. The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short sellingselling of the Company’s securities, (b) or established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities, within the past 10 trading days.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent Investor was first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor SecuritiesUnits; (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, is relying only upon the U.S. Base ProspectusDisclosure Package, the Prospectus Supplement Supplement, and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein and in Section 3 of the Placement Agreement. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Units in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Units or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus Disclosure Package or the Prospectus Supplement. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Disclosure Package, the Prospectus Supplement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesUnits. (e) 4.5 The Investor represents, represents and warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the such Investor about the Offering and Offering, the Investor has not engaged in any transactions in the securities of the Company (iiincluding, without limitation, any Short Sales (as defined below) involving the date Company’s securities). The Investor covenants that is it will not engage in any transactions in the tenth securities of the Company (10thincluding Short Sales) trading day prior to the date time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Units acquired pursuant to this Agreement, it has not directly or indirectly (a) engaged in Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h) 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934 (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (cas defined in Rule 16a-1(h) granted any option for under the purchase of Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Units, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; , and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, is relying only upon the U.S. Base ProspectusDisclosure Package, the Prospectus Supplement and the documents incorporated by reference thereintherein and the representations and warranties of the Company contained herein. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the Investor SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Units in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Units or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus Disclosure Package or the Prospectus SupplementProspectus. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesUnits. (e) 4.5 The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent Agents first contacted the Investor about the Offering and (ii) the date that is the tenth (10th10) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short sellingselling of the Company’s securities, (b) or established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or 1934, as amended (cthe “Exchange Act”) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base ProspectusDisclosure Package, the Prospectus Supplement and the documents incorporated by reference thereintherein and the representations and warranties of the Company contained herein. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The 4.5 Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which any of the Company or the Placement Agent Agents first contacted the such Investor about the Offering and (ii) potential sale of the date that is the tenth (10th) trading day prior to the date of this AgreementShares, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). Each Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed, which disclosure shall occur on the business day of, or immediately following, the Closing Date of this Offering. Each Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. Each Investor hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) The Investor represents This Agreement has been duly authorized, validly executed and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, delivered by investor and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding agreement and obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and investor has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (regardless b) Investor understands that the Securities are being offered and sold to it in reliance on specific provisions of whether Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of investor set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws. Investor understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (c) Investor is an “accredited investor” (as defined in Rule 501 of Regulation D), and investor has such enforceability experience in business and financial matters that it is considered capable of evaluating the merits and risks of an investment in the Securities. Investor is not required to be registered as a proceeding broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended, and investor is not a broker-dealer. Investor acknowledges that an investment in equity or at law)the Securities is speculative and involves a high degree of risk. (d) The Investor understands that nothing in this Agreement is acquiring the Securities solely for its own account and not with a view to or any other materials presented to the Investor for sale in connection with the purchase and sale distribution. Investor does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any person or entity; provided, however, that by making the representations herein, investor does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Investor acknowledges that it (i) has such knowledge and experience in financial and business matters such that investor is capable of evaluating the merits and risks of investor's investment in the Company, (ii) is able to bear the financial risks associated with an investment in the Securities constitutes legal, tax or investment advice. The Investor and (iii) has consulted been given full access to such legal, tax records of the Company and investment advisors its subsidiaries and to the officers of the Company and the subsidiaries as it, in its sole discretion, it has deemed necessary or appropriate in connection with to conduct its purchase of Investor Securitiesdue diligence investigation. (e) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Sections 3(a)(9) and 4(2) thereof. Investor representsunderstands that the Securities purchased hereunder have not been, warrants and agrees thatmay never be, since registered under the earlier Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to occur the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). Investor acknowledges that it is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act ("Rule 144"), and that Investor has been advised that Rule 144 permits resales only under certain circumstances. Investor understands that to the extent that Rule 144 is not available, investor will be unable to sell any Securities without either registration under the Securities Act or the existence of another exemption from such registration requirement. (f) Investor has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (g) Investor acknowledges that the Securities were not offered to Investor by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) the date on which the Placement Agent first contacted the Investor about the Offering and any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which Investor was invited by any of the date that is foregoing means of communications. Investor, in making the tenth (10th) trading day prior decision to purchase the date of Securities, has relied upon independent investigation made by it and the representations, warranties and agreements set forth in this Agreement, it Agreement and the other transaction documents and has not directly relied on any information or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesrepresentations made by third parties.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants to, and covenants with, agrees with the Company that: : 4.1 The Investor (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares securities presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in and the Prospectus Supplement Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, has received and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference therein. 4.2 (ba) The Investor acknowledges, represents and agrees that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not expense and (c) no persons have been authorized to make and have not made make any representation representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus Prospectus, or the Prospectus Supplement. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus, the Disclosure Package or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) 4.5 The Investor represents, warrants and agrees that, since will maintain the earlier confidentiality of all information acquired as a result of the transactions contemplated hereby prior to occur the public disclosure of (i) that information by the date on Company in accordance with Section 13 of this Annex. 4.6 Since the time at which the Placement Agent Company first contacted the such Investor about the Offering, the Investor has not disclosed any information regarding the Offering to any third parties (other than its legal, accounting and other advisors) and has not engaged in any purchases or sales of the securities of the Company (iiincluding, without limitation, any Short Sales (as defined herein) involving the date Company’s securities). The Investor covenants that is it will not engage in any purchases or sales of the tenth securities of the Company (10thincluding Short Sales) trading day prior to the date time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement, it has not directly or indirectly (a) engaged in Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. 4.7 The Investor is acquiring the Shares solely for such Investor’s own account for investment purposes only and not with a view to or intent of 1934 resale or distribution thereof, in whole or in part. The Investor has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares, and the Investor has no plans to enter into any such agreement or arrangement. 4.8 The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risks of such investment. 4.9 The Investor is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (cincluding, without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) granted any option in connection with the Offering and sale of the Shares and is not subscribing for the purchase Shares and did not become aware of the Offering through or entered into any hedging or similar transaction with the same economic effect as a short saleresult of any seminar or meeting to which the Investor was invited by, in each case with respect or any solicitation of a subscription by, a person not previously known to the Company’s securitiesInvestor in connection with investments in securities generally. 4.10 The Investor meets the suitability standards set forth in the Investor Questionnaire attached hereto as Annex II. 4.11 The Investor has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, has reviewed the Disclosure Package and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus SupplementDisclosure Package. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The 4.5 Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the such Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company in violation of securities laws (including, without limitation, any Short Sales involving the Company’s securities). Each Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. Each Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor SecuritiesShares; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investor herein may be legally unenforceable. (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (ef) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this AgreementOffering, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 1934, as amended, or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) the Investor makes no representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2(g), (ii) the Investor shall not be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2(g) and (iii) the Investor shall have no duty of confidentiality to the Company after the issuance of the initial press release as described in Section 4.2(g).

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying relied only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein, and the representations and warranties of the Company contained herein. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) 4.5 The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short sellingselling of the Company’s securities, (b) or established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities, within the past 10 trading days.

Representations, Warranties and Covenants of the Investor. (a) 4.1. The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying relied only upon the U.S. Base ProspectusCompany’s regular reports on Forms 10-K, 10-Q, and 8-K as filed by the Prospectus Supplement Company with the Commission and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein. (b) 4.2. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor SecuritiesShares, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Core Prospectus or the Prospectus Supplement. (c) 4.3. The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4. The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) 4.5. The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short sellingselling of the Company’s securities, (b) or established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities, within the past 10 trading days.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities Annex-4 issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor SecuritiesShares; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investor herein may be legally unenforceable. (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar Annex-5 transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor acknowledges that the shares of Common Stock acquired upon the exercise of the Investor Warrant or the conversion of the Investor Shares, if not registered, will have restrictions on resale imposed by state and federal securities laws. (f) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the either Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (ai) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (bii) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (ciii) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (ai) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor acknowledges that the shares of Common Stock acquired upon the exercise of the Investor Warrant or the conversion of the Investor Shares, if not registered, will have restrictions on resale imposed by state and federal securities laws. (f) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the either Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (ax) engaged in any short selling, (by) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (cz) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, has reviewed the Disclosure Package and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus SupplementDisclosure Package. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The 4.5 Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the such Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). Each Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. Each Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) 2.1. The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, has reviewed the Disclosure Package and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein. (b) 2.2. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus SupplementDisclosure Package. (c) 2.3. The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) 2.4. The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The 2.5. Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the such Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company in violation of securities laws (including, without limitation, any short sellingsales involving the Company’s securities). Each Investor covenants that it will not engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. Each Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionshort sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h) 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934 (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (cas defined in Rule 16a-1(h) granted under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 2.6. Notwithstanding any option for investigation made by any party to this Agreement or by the purchase Placement Agent, all covenants, agreements, representations and warranties made by the Investor herein will survive the execution of or entered into any hedging or similar transaction with this Agreement, the same economic effect as delivery to the Investor of the Shares being purchased and the payment therefor. The Placement Agent shall be a short sale, in each case third party beneficiary with respect to covenants, agreements, representations and warranties of the Company’s securitiesInvestor contained in this Section 2.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor SecuritiesShares; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor SecuritiesShares, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor SecuritiesShares; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor SecuritiesShares, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The Investor represents, warrants and agrees that, since the earlier earliest to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 1934, as amended, or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 5.1 The Investor represents and warrants to, and covenants with, the Company that: (ai) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, to investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor SecuritiesShares; (bii) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase is acquiring the number of Investor Securities Shares set forth on the Signature Pagesignature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, is relying only upon the U.S. Base Prospectusdirectly or indirectly, the Prospectus Supplement and the documents incorporated by reference therein.offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to (b) 5.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor SecuritiesShares, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. . 5.3 The Placement Agent is Investor hereby covenants with the Company not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor Securitiesacknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus SupplementSection 7.2(c). (c) 5.4 The Investor further represents and warrants to, and covenants with, the Company that: that (ai) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (bii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 5.5 Investor will not use any of the restricted Shares acquired pursuant to this Agreement to cover any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws. 5.6 The Investor understands that nothing in the Placement Memorandum, this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) 1. The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares securities presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Units, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, has reviewed the Disclosure Package and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereinrepresentations and warranties of the Company contained herein. (b) 2. The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Securities in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have has not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus SupplementDisclosure Package. (c) 3. The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; Agreement and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) 4. The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials in the Disclosure Package or otherwise presented to the Investor in connection with the purchase and sale of the Investor Securities Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesUnits. (e) 5. The Investor represents, warrants and agrees that, since the earlier to occur of (ia) the date on which the Placement Agent first contacted the Investor about the Offering and (iib) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company in violation of securities laws (including, without limitation, any short sellingsales involving the Company’s securities). The Investor covenants that it will not engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionshort sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h) 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934 (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (cas defined in Rule 16a-1(h) granted under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. 6. Notwithstanding any option for investigation made by any party to this Agreement or by the purchase Placement Agent, all covenants, agreements, representations and warranties made by the Investor herein will survive the execution of or entered into any hedging or similar transaction with this Agreement, the same economic effect as delivery to the Investor of the Units being purchased and the payment therefor. The Placement Agent shall be a short sale, in each case third party beneficiary with respect to covenants, agreements, representations and warranties of the Company’s securities.Investor contained in this Section C.

Representations, Warranties and Covenants of the Investor. (a) 3.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and Supplement, the documents incorporated by reference therein, and the representations and warranties of the Company contained herein. (b) 3.2 The Investor acknowledgesacknowledges the Company's representation, represents and agrees hereby agrees, that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) 3.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 3.4 The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) 3.5 The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which any of the Placement Agent Agents first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short sellingselling of the Company's securities, (b) or established or increased any “"put equivalent position” " as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s 's securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants to, and covenants agrees with, the Company and the Placement Agents that: : 4.1 The Investor (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares Units presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in and the Prospectus Supplement Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, has received and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference therein. Other than the issuance of the Units as described in Section 1 of this Agreement, the Investor acknowledges that it has not received from the Company any information that the Company has advised the Investor that it deems to be material or non-public concerning the Company. 4.2 (ba) The Investor acknowledges, represents and agrees that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent Agents that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Securities in any jurisdiction outside the United States where action for that purpose is required. The Investor, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The expense and (c) the Placement Agent is Agents are not authorized to make and have not made any representation representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (ca) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Base Prospectus, the Prospectus Supplement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesUnits. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) 4.5 Since the date on which the a Placement Agent first contacted the Investor about the Offering, the Investor has kept the Offering confidential and has not engaged in any purchases or sales of the securities of the Company (iiincluding, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will keep the Offering confidential and not engage in any purchases or sales of the securities of the Company (including Short Sales) the date that is the tenth (10th) trading day prior to the date of time that the transactions contemplated by this AgreementAgreement are publicly disclosed. For purposes hereof, it has not directly or indirectly (a) engaged in any “Short Sales” include, without limitation, all “short selling, (b) established or increased any “put equivalent positionsales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the Prospectus Supplement and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, in any jurisdiction outside the United States where action for that purpose is required. The Investor, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.or

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants (as of the date hereof) to, and covenants agrees with, the Company and the Placement Agent that: : 4.1 The Investor (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares securities presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in and the Prospectus Supplement Investor Questionnaire (if the Investor elects to settle the Units purchased by such Investor through DWAC) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, has received and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereintherein and the Offering Information and the representations, warranties, covenants and agreements of the Company contained in the Placement Agreement. (ba) The Investor acknowledges, represents and agrees that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesUnits, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Units in any jurisdiction outside the United States where action for that purpose is required. The Investor, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Units or has in its possession or distributes any offering material, in all cases at its own expense. The expense and (c) the Placement Agent is not authorized to make and have not nor has it made any representation representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus, Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus Supplement. (ca) The Investor further represents is either an individual or an entity duly organized, validly existing and warrants to, in good standing under the laws of the jurisdiction of its organization and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). (d) . The Investor understands that nothing in Investor's execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Investor's certificate or articles of incorporation, bylaws or other materials presented organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Investor in connection with the purchase is subject (including federal and sale state securities laws and regulations), or by which any property or asset of the Investor Securities constitutes legal, tax is bound or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securitiesaffected. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants to, and covenants agrees with, the Company and the Placement Agent that: : 4.1 The Investor (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares Units presenting an investment decision like that involved in the purchase of the Investor SecuritiesUnits, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in and the Prospectus Supplement Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Units set forth on the Signature Page, has received and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference therein. Other than the issuance of the Units as described in Section 1 of this Agreement, the Investor acknowledges that it has not received from the Company any information that the Company has advised the Investor that it deems to be material or non-public concerning the Company. 4.2 (ba) The Investor acknowledges, represents and agrees that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Securities in any jurisdiction outside the United States where action for that purpose is required. The Investor, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The expense and (c) the Placement Agent is not authorized to make and have has not made any representation representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesUnits, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (ca) The Investor further represents and warrants to, and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesUnits. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) 4.5 Since the date on which the Placement Agent first contacted the Investor about the Offering, the Investor has kept the Offering confidential and has not engaged in any purchases or sales of the securities of the Company (iiincluding, without limitation, any Short Sales involving the Company’s securities). The Investor covenants that it will keep the Offering confidential and not engage in any purchases or sales of the securities of the Company (including Short Sales) the date that is the tenth (10th) trading day prior to the date time that the transactions contemplated by this Agreement are publicly disclosed. The Investor is aware of, and will adhere to, the position of this Agreementthe Commission set forth in Item A.65 of the Commission's Telephone Interpretations Manual. For purposes hereof, it has not directly or indirectly (a) engaged in any “Short Sales” include, without limitation, all “short selling, (b) established or increased any “put equivalent positionsales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) The Investor represents and warrants to, and covenants with, the Company that: : (a) the The Investor is knowledgeable, sophisticated and experienced an "accredited investor" as defined in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in Regulation D under the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, Securities Act and has requested, received, reviewed and considered all information it deemed deems relevant in making an informed decision to purchase Shares. The Investor is experienced in evaluating companies such as the Company, and has such business and financial experience as is required to give it the capacity to utilize the information received, to evaluate the risks involved in purchasing Shares, and to protect its own interests in connection with the purchase of Shares and is able to bear the risks of an investment in Shares. At no time was the Investor Securities; presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or, to the Investor's knowledge, any other form of general advertising or solicitation in connection with the offer, sale and purchase of Shares. (b) The Investor understands that the Investor has answered all questions Shares are "restricted securities" and have not been registered under the Securities Act and is acquiring the number of Shares set forth on the Signature Page signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares or otherwise. The representation and warranty in the previous sentence shall not limit the Investor's right to sell Shares pursuant to the Registration Statement (as defined below in Section 8(a)) or the Investor's right to indemnification under Section 11, other than with respect to any claim arising out of a breach of this representation and warranty. (c) The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder. (d) The Investor will have, on or prior to the Closing Date, furnished to the Company a fully completed Selling Stockholder Questionnaire substantially in the form attached hereto as Exhibit B, for use in the Prospectus Supplement and the answers thereto are true and correct as preparation of the date hereof Registration Statement; and all of the information contained therein will be true and correct in all material respects as of such date and as of the Closing Date; and . The Investor will notify the Company promptly of any change in any such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective. (ce) the InvestorThe Investor has, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Pagesignature page hereto, is relying (i) relied only upon the U.S. Base ProspectusExecutive Summary dated April 24, 2003, the Prospectus Supplement Exchange Act Documents, the Company's Annual Report to Shareholders for the year ended June 30, 2002, the representations and warranties of the documents incorporated Company contained herein and any other information received pursuant to Section 7(a), and (ii) has not relied on any information or advice furnished by reference therein.or on behalf of RBC Xxxx Xxxxxxxx Inc. (bf) The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside of the United States States, Canada and the United Kingdom by the Company or the Placement Agent RBC Xxxx Xxxxxxxx Inc., as placement agent, that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor SecuritiesShares, in any jurisdiction outside the United States where action for that purpose States, Canada and the United Kingdom. If the Investor is required. The Investor, if located outside the United States, Canada and the United Kingdom, it has or will take all actions necessary for the sale of Shares to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. . (g) The Placement Agent Investor will not make any sale of Shares without complying with the provisions of this Agreement, including Section 10 hereof, and without causing the prospectus delivery requirement under the Securities Act to be satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS." The Investor further acknowledges that, upon receipt of a Suspension Notice (as defined below in Section 10(c)), the Investor will refrain from selling any Shares pursuant to the Registration Statement until the Investor receives from the Company copies of a supplemented or amended Prospectus prepared and filed by the Company with the Commission, or until it is not authorized to make advised in writing by the Company that the current Prospectus may be used, and have not made any representation or use has received copies of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth additional or supplemental filings that are incorporated or deemed incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplementany such Prospectus. (ch) The Investor will notify the Company promptly of the sale of any of its Shares, other than (i) sales pursuant to the Registration Statement and (ii) sales following termination of the transfer restrictions pursuant to Section 12 of this Agreement, and the Investor will furnish any information reasonably requested by the Company, including an opinion of counsel reasonably satisfactory to the Company, to evidence the exemption from the registration requirements of the Securities Act, the applicable rules and regulations of the Commission thereunder, and state securities laws, in reliance upon which such sales have been made. (i) The Investor further represents and warrants to, and covenants with, the Company that: that (ai) if an entity, the Investor is duly organized and in good standing in the jurisdiction of its organization, (ii) the Investor has full legal, corporate or other right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (biii) this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding obligation of agreement of, the Investor Investor, enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting creditors’ the rights of creditors generally, and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (dj) Except with the prior written consent of the Company, the Investor will not, prior to the effectiveness of the Registration Statement, directly or indirectly, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), shares of Common Stock of the Company, nor will the Investor engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of shares of Common Stock of the Company by the Investor or any other person or entity or any other derivative security transaction the purpose or effect of which is to hedge or transfer to a third party all or any part of the risk of loss associated with the ownership of the Shares by the Investor. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or equity swap transaction or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to shares of Common Stock of the Company. (k) The Investor shall not disclose to any other person any information concerning the Agreements or the placement of Shares under the Agreements or any nonpublic information disclosed to the Investor by or on behalf of the Company in connection with the offer and sale of Shares under this Agreement, until the Company shall have made a public announcement of such information. (l) The Investor understands that nothing in this Agreement Agreement, or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax tax, accounting or investment advice. The Investor has consulted such legal, tax tax, accounting and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (em) The Investor representsrepresents that based on the Company having 11,282,282 shares of Common Stock outstanding at the Closing Date (before giving effect to the sale and purchase of Shares pursuant to this Agreement), warrants the Investor, together with its ultimate parent entity and agrees thatall entities controlled by the same ultimate parent as the Investor (such entities, since including the earlier Investor, hereinafter collectively referred to occur as the "Investor Affiliates"), will not hold in excess of 10% of the Company's outstanding voting securities as a result of the sale and purchase of Shares pursuant to this Agreement, and (ii) all voting securities of the Company that the Investor Affiliates will hold, directly or indirectly, at the Closing Date (after giving effect to the sale and purchase of Shares pursuant to this Agreement), will be held solely for the purpose of investment such that these securities will be held by the Investor Affiliates with no intention on the part of any of them to participate in the formulation, determination or direction of the basic business decisions of the Company. As a result of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii), the Investor Affiliates are relying on the exemption available to them as passive investors under Section 7A(c)(9) of the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1934 or 1976, as amended, and regulations promulgated thereunder (cincluding 16 C.F.R. Sec. 802.9) granted any option for in their determination that the sale and purchase of or entered into Shares pursuant to this Agreement does not require them to submit any hedging or similar transaction with Xxxx-Xxxxx-Xxxxxx Notification and Report Form. (n) The Investor acknowledges that the same economic effect as a short sale, in each case with respect Company and its counsel are entitled to rely on the Company’s securitiesrepresentations made above.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants to, and covenants agrees with, the Company that: : (a) the The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares securities presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, has received and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference therein. (b) The Investor acknowledges, represents and agrees that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is expense and (c) the Company has not authorized anyone to make and have has not made any representation representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus base prospectus, the prospectus supplement or the Prospectus Supplementany free writing prospectus. (c) If the Investor is an officer or director of the Company, or more than 10% shareholder in the Company, the Investor acknowledges and agrees that the Shares delivered may be deemed to be “control securities” under Rule 144 promulgated under the Securities Act and, accordingly, the resale of the Shares may be restricted under Rule 144 and the Shares may be subject to a restrictive legend under the Securities Act. Investor shall comply with any xxxxxxx xxxxxxx policy adopted by the Company from time to time covering transactions in the Company’s securities by employees, officers or directors of the Company. The Investor further represents and warrants to, and covenants with, agrees not to sell or otherwise dispose of the Company that: Shares in any manner which would constitute a violation of any applicable federal or state securities laws. (ad) the The Investor has full right, power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement; , and (b) this Subscription Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). (de) The Investor understands that nothing in this Subscription Agreement or the Disclosure Package, or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted the Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any short selling, (b) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Securities Exchange Act of 1934 or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securities.

Representations, Warranties and Covenants of the Investor. (a) The Investor acknowledges, represents and warrants (as of the date hereof) to, and covenants agrees with, the Company and the Placement Agent that: : 4.1 The Investor (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares securities presenting an investment decision like that involved in the purchase of the Investor Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; (b) the Investor has answered all questions on the Signature Page for use in and the Prospectus Supplement Investor Questionnaire (if the Investor elects to settle the Securities purchased by such Investor through DWAC) and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities set forth on the Signature Page, has received and is relying only upon the U.S. Base Prospectus, the Prospectus Supplement Disclosure Package and the documents incorporated by reference thereintherein and the Offering Information and the representations, warranties, covenants and agreements of the Company contained in the Placement Agreement. (ba) The Investor acknowledges, represents and agrees that no No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Investor Securities, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Securities in any jurisdiction outside the United States where action for that purpose is required. The Investor, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities or has in its possession or distributes any offering material, in all cases at its own expense. The expense and (c) the Placement Agent is not authorized to make and have not nor has it made any representation representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Investor Securities, except as set forth or incorporated by reference in the U.S. Base Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement. (ca) The Investor further represents is either an individual or an entity duly organized, validly existing and warrants to, in good standing under the laws of the jurisdiction of its organization and covenants with, the Company that: (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). The Investor’s execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected. (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Securities. 4.5 Since January 16, 2015, the Investor has not engaged in any buys or sales involving the securities of the Company (e) including, without limitation, any Short Sales involving the Company’s securities). The Investor represents, warrants and agrees that, since the earlier to occur of covenants that it will (i) maintain the date on which confidentiality of all information acquired as a result of the Placement Agent first contacted the Investor about the Offering transactions contemplated herein and (ii) not engage in any purchases or sales of the date that is securities of the tenth Company (10th) trading day including Short Sales), in each case prior to the date time that the transactions contemplated by this Agreement are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement, it has not directly or indirectly (a) engaged in Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, and “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) (including on a total return basis), and sales and other transactions through non-US broker-dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.

Representations, Warranties and Covenants of the Investor. (a) 4.1 The Investor represents and warrants to, and covenants with, the Company that: that (a) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Investor SecuritiesShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Investor Securities; Shares, (b) the Investor has answered all questions on the Signature Page and the Investor Questionnaire for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date; Date and (c) the Investor, in connection with its decision to purchase the number of Investor Securities Shares set forth on the Signature Page, is relying only upon the U.S. Base ProspectusDisclosure Package, the Prospectus Supplement and the documents incorporated by reference thereintherein and the representations and warranties of the Company contained herein. (b) 4.2 The Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the any Placement Agent that would permit an offering of the Investor SecuritiesShares, or possession or distribution of offering materials in connection with the issue of the Investor Securities, Shares in any jurisdiction outside the United States where action for that purpose is required. The Investor, if Each Investor outside the United States, States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Investor Securities Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is Agents are not authorized to make and have not made any representation or use of any information in connection with the issue, placement, purchase and sale of the Investor SecuritiesShares, except as set forth or incorporated by reference in the U.S. Base Prospectus or the Prospectus Supplement. (c) 4.3 The Investor further represents and warrants to, and covenants with, the Company that: that (a) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; , and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) and except as the indemnification agreements of the Investors herein may be legally unenforceable. (d) 4.4 The Investor understands that nothing in this Agreement Agreement, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Investor Securities Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor SecuritiesShares. (e) The 4.5 Each Investor represents, warrants and agrees that, since the earlier to occur of (i) the date on which the either Placement Agent first contacted the such Investor about the Offering and (ii) the date that is the tenth (10th) trading day prior to the date of this Agreement, it has not directly or indirectly (a) engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). Each Investor covenants that it will not engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. Each Investor agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short sellingposition in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, (b) established or increased any “put equivalent positionShort Sales” include, without limitation, all “short sales” as defined in Rule 16(a)-1(h200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934 Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or (c) granted any option for the purchase of or entered into any hedging or similar transaction with the same economic effect as a short sale, in each case with respect to the Company’s securitiesforeign regulated brokers.