Representations and Warranties. The Company acknowledges that each delivery of an Issuance Instruction from the Selling Stockholder and each delivery of Shares by the Selling Stockholder on a Settlement Date shall be deemed to be # an affirmation to the Agent that the representations and warranties of the Company contained in Section 2(a)(ii) of this Agreement are true and correct as of the date of such Issuance Instruction from the Selling Stockholder or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto); and # an undertaking that the Company will advise the Agent if any of such representations and warranties in Section 2(a)(ii) of this Agreement will not be true and correct as of the Settlement Date for the Shares relating to such Issuance Instruction from the Selling Stockholder, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). The Company acknowledges that each sale of Forward Hedge Shares during the Forward Hedge Selling Period shall be deemed to be # an affirmation to the Forward Purchaser that the representations and warranties of the Company contained in Section 2(a)(ii) of this Agreement are true and correct as of the date of such sale of Forward Hedge Shares as though made at and as of each such date, except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto); and # an undertaking that the Company will advise the Forward Purchaser if the representations and warranties in Section 2(a)(ii) of this Agreement will not be true and correct as of the date of the sale of any Forward Hedge Shares during the Forward Hedge Selling Period, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented related to such Forward Hedge Shares).

The Company represents and warrants to, and agrees with, the Agent, the Forward Purchaser and the Selling Stockholder that as of # the date of this Agreement, # each Issuance Instruction Date, # any date a Forward Placement Notice is delivered, # each Settlement Date, # each Triggering Event Date (as defined below), # solely with respect to Section 2(a)(ii), each day during the Forward Hedge Selling Period on which Forward Hedge Shares are sold and # each relevant time Shares are sold pursuant to this Agreement (each, a “Time of Sale”) (each of the times referenced in [clauses (1) through (7)] is referred to herein as a “Representation Date”), except as may be disclosed in the Prospectus (including any documents incorporated by reference therein and any supplements thereto) on or before a Representation Date: