Filing of Agent Free Writing Prospectuses. The Company shall not take any action that would result in the Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Agent that the Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company shallrepresents, warrants and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not takemade and will not make any actionoffer relating to the Placement Shares that would resultconstitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company being requiredrepresents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to fileany Permitted Free Writing Prospectus, including timely filing with the Commission pursuant to Rule 433(d) underwhere required, legending and record keeping. For the Securities Act apurposes of clarity, the parties hereto agree that all free writing prospectus prepared by or on behalf of the Agent that the Agent otherwise would not have been required to file thereunder.prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.