Common use of Free-Writing Prospectus and Testing-the-Waters Clause in Contracts

Free-Writing Prospectus and Testing-the-Waters. The Company represents and agrees that it has not made and will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405, without the prior consent of the Representative. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied with and will comply with the applicable requirements of Rule 433 of the Act, including timely Commission filing where required, legending and record keeping. The Company (a) will not engage in any Testing the Waters Communication and (b) will not authorize anyone to engage in Testing the Waters Communications, without the prior written consent of the Representative.

Free-Writing Prospectus and Testing-the-Waters. The Company represents and agrees that it has not made and will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405, without the prior consent of the Representative. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied with and will comply with the applicable requirements of Rule 433 of the Act, including timely Commission filing where required, legending and record keeping. The Company (a) will not engage in any Testing the Testing-the-Waters Communication and (b) will not authorize anyone to engage in Testing the Testing-the-Waters Communications, without the prior written consent of the Representative.