Use of Free Writing Prospectus. Neither the Company nor the Agent has prepared, used, referred to or distributed, or will prepare, use, refer to or distribute, without the other party’s prior written consent, any “written communication” that constitutes a “free writing prospectus” as such terms are defined in Rule 405 under the Securities Act with respect to the offering contemplated by this Agreement (any such free writing prospectus being referred to herein as a “Free Writing Prospectus”).

Use ofPermitted Free Writing Prospectus. NeitherProspectuses. The Company represents, warrants and agrees that, unless it obtains the Company norprior consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has prepared, used, referrednot made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or distributed, or will prepare, use, refer to or distribute, without the other party’s prior written consent, any “written communication” that constituteswould otherwise constitute a “free writing prospectus”prospectus,” as such terms are defined in Rule 405 under405, required to be filed with the Securities Act with respect to the offering contemplated by this Agreement (anyCommission. Any such free writing prospectus beingconsented to by the Agent or by the Company, as the case may be, is hereinafter referred to herein as a “Free“Permitted Free Writing Prospectus”).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.

Use of Free Writing Prospectus. NeitherProspectuses. 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 each proposed free writing prospectus or any amendment or supplement thereto to be prepared by or on behalf of, used by, or referred to by the Company norand 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 has prepared, used, referred to or distributed, or will prepare, use, refer to or distribute, without the other party’s prior written consent,may reasonably request. If at any “written communication” that constitutestime when a “free writing prospectus” as such terms are defined in Rule 405 underprospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with respectsales 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 offering contemplated by this Agreement (anyCompany 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 being referred to hereineliminate 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 “Free Writing Prospectus”).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; provided, however, that prior to amending or supplementing any such free writing prospectus, 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 the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.