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Permitted Free Writing Prospectuses. The Company represents, 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 made and will not make any offer relating to the Placement Shares that would constitute 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 represents 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 any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrantshas not made, and agrees that,that unless it obtains the prior written consent of the Agent, and the Agent represents, warrants and agrees that, unlessBuyer it obtains the prior consent of the Company, it has not made and will not make anymake, an offer relating to the Placement SharesSecurities that would constitute an Issuer“issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus,Prospectus”) or that would otherwise constitute a “free writing prospectus,”prospectus” as defined in Rule 405,405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed by the Company or the Buyer with the Commission.SEC or retained by the Company or the Buyer under Rule 433 under the 1933 Act. The Buyer has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the 1933 Act. Any such free writing prospectusIssuer Free Writing Prospectus or other Free Writing Prospectus consented to by the AgentBuyer or by the Company, as the case may be,Company is hereinafter referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company represents and warrantsagrees that # it has treated and agrees that it will treattreat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,Issuer Free Writing Prospectus and # it has complied and will complycomply, as the case may be, with the requirements of RuleRules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where required,SEC, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.

PermittedEach Holder represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or use or refer to, any Free Writing Prospectuses. The Company represents, warrantsProspectus, and agrees that, unless it obtainshas not distributed and will not distribute any written materials in connection with the offer or sale of any Registrable Securities without the prior written consent of the Agent, andCompany and, in connection with any Underwritten Offering, the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuerunderwriters. Any such 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 prospectusProspectus consented to by the Agent or byCompany and the Company,underwriters, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrantsagrees that it has treated and agrees that it will treattreat, as the case may be, 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 any PermittedIssuer Free Writing Prospectus, including in respect of timely filing with the Commission where required,SEC, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrantshas not made, and agrees that,that unless it obtains the prior written consent of the Agent, and the Agent represents, warrants and agrees that, unlessBuyer it obtains the prior consent of the Company, it has not made and will not make anymake, an offer relating to the Placement SharesRD Securities that would constitute an Issuer“issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus,Prospectus”) or that would otherwise constitute a free“free writing prospectus,”prospectus” as defined in Rule 405,405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed by the Company or the Buyer with the Commission.SEC or retained by the Company or the Buyer under Rule 433 under the 1933 Act. The Buyer has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the RD Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the 1933 Act. Any such free writing prospectusIssuer Free Writing Prospectus or other Free Writing Prospectus consented to by the AgentBuyer or by the Company,Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that # it has treated and will treat, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,Issuer Free Writing Prospectus and # it has complied and will complycomply, as the case may be, with the requirements of RuleRules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where required,SEC, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.

PermittedUse of Free Writing Prospectuses. TheProspectus. Neither the Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, andnor the Agent represents, warrants and agrees that, unless it obtainshas prepared, used, referred to or distributed, or will prepare, use, refer to or distribute, without the other party’s prior consent of the Company, it has not made and will not makewritten consent, any offer relating to the Placement Shares“written communication” that would constitute an Issuer Free Writing Prospectus, or that would otherwise constituteconstitutes a “free writing prospectus,”prospectus” as such terms are defined in Rule 405, required405 under the Securities Act with respect to be filed with the Commission. Anyoffering contemplated by this Agreement (any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafterbeing referred to herein as a Permitted FreeFree Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.Prospectus”).

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, andshall furnish to the Agent represents, warrants and agrees that, unless it obtains thefor review, a reasonable amount of time prior consent of the Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus,proposed time of filing or that would otherwise constituteuse thereof, a free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any suchcopy of each proposed free writing prospectus consentedor any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the AgentCompany and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Company shall furnish to the Agent, without charge, as many copies of any free writing prospectus prepared by or on behalf of, or used by the Company, as the Agent may reasonably request. If at any time when a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares (but in any event if at any time through and including the date of this Agreement) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such subsequent time, not misleading, as the case may be, is hereinafter referredbe; provided, however, that prior to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issueramending or supplementing any such free writing prospectus,” as defined in Rule 433, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus and has complied and will comply with the requirements of Rule 433 applicableCompany shall not file, use or refer to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that allsuch amended or supplemented free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Permitted Free Writing Prospectuses. The Company represents, warrantswill prepare the Final Term Sheet in form and substance satisfactory to the Underwriters, and the Company represents 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,Representative, it has not made and will not make any offer relating to the Placement SharesNotes that would constitute an Issuer Free Writing Prospectus,“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405,405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or byRepresentative and the Company, as the case may be,Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated andor 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 any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. ForNotwithstanding the purposesforegoing, the Company consents to the use by the Underwriters of clarity, the parties hereto agree that alla free writing prospectuses, if any, listedprospectus that contains only (a)(i) information describing the preliminary terms of the Notes or their offering, # information meeting the requirements of Rule 134 of the 1933 Act Regulations or # information that describes the final terms of the Notes or their offering and that is included in [Exhibit 23] hereto are Permittedthe Final Term Sheet or # other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer-Represented Free Writing Prospectuses.Prospectus.

PermittedFiling of Agent Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, andshall not take any action that would result in the Agent represents, warrants and agrees that, unless it obtainsor the prior consent of the Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405,Company being required to be filedfile with the Commission. Any suchCommission pursuant to Rule 433(d) under the Securities Act a free writing prospectus consented toprepared by or on behalf of the Agent or bythat the Company, as the case may be, is hereinafter referredAgent otherwise would not have been required to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in [Exhibit 23] hereto are Permitted Free Writing Prospectuses.file thereunder.

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