Common use of Free Writing Prospectuses Clause in Contracts

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees thatwill not, without the prior consent of the RepresentativesRepresentative, it has not made and will not (i) make any offer relating to the Public Securities that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Securities Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make except for any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus set forth in Schedule 2-B hereto and any electronic road show previously approved by the Representative, or other (ii) file, refer to, approve, use or authorize the use of any “free writing prospectus (prospectus” as defined in Rule 405 under the Act) that would be required Securities Act with respect to be filed by the Company Offering or the Public Securities. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the Commission information in the Registration Statement, the Pricing Prospectus or retained by the Company under Rule 433 under Prospectus as then amended or supplemented or would, in the Act, other than the Final Term Sheet; provided, that the prior consent judgment of the parties hereto Underwriters or the Company, include an untrue statement of a material fact or omit to state any material necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Securities Act Regulations it shall be deemed necessary at any time to have been given in respect of amend or supplement any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Issuer Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in order form and substance satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. The Company has complied and will comply with its reporting obligations under the Exchange Act or the rules requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and regulations of the Commission promulgated thereunderlegending requirements applicable to each such Issuer Free Writing Prospectus.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, without each Underwriter that (i) the prior consent of the Representatives, it Company has not made made, and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act)not, other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that without the prior consent of the parties hereto shall be Representatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule 2 hereto); (ii) each Issuer Free Writing Prospectus conformed or will conform in respect all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied with any free writing prospectus (as defined in filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 405 433 under the Securities Act; (iii) included each Issuer Free Writing Prospectus will not, as of its issue date and through the time the Securities are delivered pursuant to Section 2 hereof, include any information that conflicts with the information contained in Schedule III hereto. Each Underwriter further covenants the Registration Statement, the most recent Preliminary Prospectus and agreesthe Prospectus; and (iv) each Issuer Free Writing Prospectus, severally when considered together with the information contained in the most recent Preliminary Prospectus, did not, as of the Applicable Time, does not, as of the date hereof, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not jointlymisleading, provided, however, that it will not (this representation and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement warranty shall not apply to any such free writing prospectus identified statements or omissions in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and an Underwriter through the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderfor use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, agrees that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agent approves its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agent hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agent that such Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, without each Underwriter that (i) the prior consent of the Representatives, it Company has not made made, and will not make make, any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under without the Act) that would be required prior consent of the Representatives, such consent not to be unreasonably withheld (which consent being deemed to have been given with respect to (A) each Final Term Sheet prepared and filed by pursuant to Section 5(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule III to the applicable Pricing Agreement); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied and will comply with the Commission or retained by the Company under any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and, to the extent not amended or superseded, at all subsequent times through completion of the offering, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Preliminary Prospectus and any other than Issuer Free Writing Prospectus issued prior thereto or as of its issue date, will not, as of the Final Term Sheet; Applicable Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointlyhowever, that it will not (this representation and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement warranty shall not apply to any such free writing prospectus identified statements or omissions in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by an Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and an Underwriter through the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderfor use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented to by BTIG, in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined in Rule 405 under the Act433), other than the Final Term Sheet. Each Underwriter representsas of its issue date and as of each Applicable Time, warrantsdid not, covenants and agrees, severally and does not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any Incorporated Document deemed to the Securities be a part thereof that would constitute an Issuer Free Writing Prospectus has not been superseded or other modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information furnished to the Company by BTIG expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Act) Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Shares. Any issuer free writing prospectus that would be the Company is required to be file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent requirements of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Securities Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agent approve its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agent hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agent that such Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Representative agree that any such Permitted Free Writing Prospectus is listed on Schedule B hereto. For The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in this Section 6(aRule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) shall restrict required to be delivered under the Company from making Act by any filings required Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances under which they were made, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities Act, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) Free Writing Prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been Free Writing Prospectus consented to by the Representative or the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For .” The Company agrees that (x) it has treated and will treat, as the purposes case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations Rules 164 and 433 under the Exchange Securities Act or applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the rules SEC, legending and regulations of the Commission promulgated thereunderrecord keeping.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will (i) not make any offer relating to the Securities Shares that would constitute a an “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agent approves its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agent hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agent that such Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Underwriters represent and agrees, severally and not jointly, agree that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offered Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, that the prior such consent of the parties hereto shall be is deemed to have been given in with respect to each Issuer Free Writing Prospectus identified on Schedule B hereto and any “road show that is a written communication” within the meaning of any free writing prospectus (as defined in Rule 405 under the Act433(d)(8)(i) included in Schedule III hereto. Each Underwriter further covenants that has been reviewed and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationRepresentative. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents 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 Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any Bona Fide Electronic Road Show. If at any time following the issuance of claritya Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, nothing in this Section 6(a) shall restrict the Company from making any filings required General Disclosure Package or the Prospectus, 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 comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereunder.circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesUnderwriters, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Underwriters represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, without each Underwriter that (i) the prior consent of the Representatives, it Company has not made made, and will not not, make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under without the Act) that would be required prior consent of the Representatives, such consent not to be unreasonably withheld (which consent being deemed to have been given with respect to (A) each Final Term Sheet prepared and filed by pursuant to Section 5(a) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule III to the applicable Pricing Agreement); (ii) each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act on the date of first use, and the Company has complied and will comply with the Commission or retained by the Company under any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to Rule 433 under the Act; (iii) each Issuer Free Writing Prospectus will not, as of its issue date and, to the extent not amended or superceded, at all subsequent times through completion of the offering, include any information that conflicts with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus; and (iv) each Issuer Free Writing Prospectus, when considered together with the information contained in the Preliminary Prospectus and any other than Issuer Free Writing Prospectus issued prior thereto or as of its issue date, will not, as of the Final Term Sheet; Applicable Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointlyhowever, that it will not (this representation and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement warranty shall not apply to any such free writing prospectus identified statements or omissions in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by an Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and an Underwriter through the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderfor use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offered Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, that the prior such consent of the parties hereto shall be is deemed to have been given in with respect to each Issuer Free Writing Prospectus identified on Schedule B hereto and any “road show that is a written communication” within the meaning of any free writing prospectus (as defined in Rule 405 under the Act433(d)(8)(i) included in Schedule III hereto. Each Underwriter further covenants that has been reviewed and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationRepresentatives. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents 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 Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any Bona Fide Electronic Road Show. If at any time following the issuance of claritya Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, nothing in this Section 6(a) shall restrict the Company from making any filings required General Disclosure Package or the Prospectus, 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 comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereunder.circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agreesb) each Selling Stockholder, severally and not jointly, represents and agrees that, without unless it obtains the prior consent of the Company and the Representatives, and (c) each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination405. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” For the purposes of clarity, nothing the parties hereto agree that each General Use Issuer Free Writing Prospectus listed on Schedule F hereto is a Permitted Free Writing Prospectus and the electronic roadshow relating to the offering of the Offered Securities, in this Section 6(a) shall restrict the form heretofore approved by the Company from making any filings required and the Representatives, is a Permitted Free Writing Prospectus. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in order to Rule 433, and has complied and will comply with its reporting obligations under the Exchange Act or requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including, where required, timely Commission filing, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the rules and regulations of conditions in Rule 433 to avoid a requirement to file with the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Xxxxx Xxxxxxx & Co., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will (i) not make any offer relating to the Securities Shares that would constitute a an “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agent approves its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agent hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III B hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agent that such Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offered ADSs that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents 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 Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including making timely Commission filing where required, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. The Company agrees that if at any time following issuance of clarityan Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, nothing in this Section 6(a) shall restrict the Company from making General Disclosure Package or the Final Prospectus or would include an untrue statement of a material fact or omit to state any filings required material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative and, if requested by the Representative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Xxxxx Xxxxxxx, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show or free writing prospectus prepared by or on behalf of clarity, nothing in this Section 6(a) shall restrict the Company from making that would otherwise not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company representsand each Selling Stockholder, warrantsseverally and not jointly, covenants represent and agrees agree that, without unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Representatives agree that any such Permitted Free Writing Prospectus is listed on Schedule C hereto. For The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in this Section 6(aRule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) shall restrict required to be delivered under the Company from making Act by any filings required Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statements or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances under which they were made, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company representsand each Selling Stockholder, warrantsseverally and not jointly, covenants represent and agrees agree that, without unless it obtains the prior consent of the RepresentativesUnderwriter, and the Underwriter represents 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 Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Underwriter agree that any such Permitted Free Writing Prospectus is listed on Schedule B hereto. For The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in this Section 6(aRule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) shall restrict required to be delivered under the Company from making Act by the Underwriter or any filings required dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances under which they were made, not misleading, the Company will promptly notify the Underwriter and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Representatives agree that any such Permitted Free Writing Prospectus is listed on Schedule B hereto. For The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in this Section 6(aRule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) shall restrict required to be delivered under the Company from making Act by any filings required Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statements or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances under which they were made, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Each of the Company represents, warrants, covenants and the Subsidiary represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes .” Each of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and the Subsidiary represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with its reporting obligations under the Exchange Act or the rules requirements of Rules 164 and regulations 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. The Company agrees not to take any action that would result in the Company being required to file with the Commission promulgated under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that (A) it has not distributed, and will not distribute, any Written Testing-the-Waters Communication and (B) no Testing-the-Waters Communication was undertaken by it.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating each Underwriter represents and agrees that, subject to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act)last sentence of this Section, other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination405. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For .” The Company represents 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 of the purposes of claritySecurities Act Rules and Regulations, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations under the Exchange Act or the rules and regulations requirements of Rule 433 of the Securities Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission promulgated thereunderfiling where required, legending and record keeping. Notwithstanding the foregoing, the Underwriters may use a free writing prospectus that contains no “issuer information” (as defined in Rule 433 of the Securities Act Rules and Regulations) that was not included (including through incorporation by reference) in a Preliminary Prospectus, the Prospectus or a previously filed Issuer Free Writing Prospectus and, prior to the preparation of the Final Term Sheet, may use the information with respect to the final terms of the Shares in communications conveying information relating to the offering to investors.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offered Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, that the prior such consent of the parties hereto shall be is deemed to have been given in with respect to each Issuer Free Writing Prospectus identified on Schedule B hereto and any “road show that is a written communication” within the meaning of any free writing prospectus (as defined in Rule 405 under the Act433(d)(8)(i) included in Schedule III hereto. Each Underwriter further covenants that has been reviewed and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationRepresentative. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents 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 Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any Bona Fide Electronic Road Show. If at any time following the issuance of claritya Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, nothing in this Section 6(a) shall restrict the Company from making any filings required General Disclosure Package or the Prospectus, 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 comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) Free Writing Prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been Free Writing Prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a Free Writing Prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company representsIn connection with your actions hereunder, warrants, covenants you represent and agrees agree that, without you will furnish the prior consent of the RepresentativesBank with each proposed free writing prospectus, it has not made and will not make any offer relating to the Securities that would constitute other than a free writing prospectus (as defined including information set forth in a Term Sheet filed pursuant to Rule 405 433(d) of the rules and regulations under the Securities Act), other than that (i) is required to be so filed with the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent Commission pursuant to Rule 433(d) of the Company rules and regulations under the Representatives, it has not made Securities Act or (ii) is prepared by you or on your behalf and is or will be a part of the Time of Sale Prospectus before its first use and will not make use any offer relating such free writing prospectus to which the Securities Bank reasonably objects, it being understood that would constitute an Issuer no such requirement shall apply in respect of (i) any Permitted Free Writing Prospectus and (ii) any routine Bloomberg and/or similar communications relating to any such offer or other free writing prospectus sale of Notes to the extent that such communication (as defined a) contains information limited to that specified in Rule 405 under 433(d)(4), (b) conveys only the Actfinal terms of the Notes or (c) that would be required to be filed by the Company as otherwise agreed with the Commission or retained by Bank. Subject to the Company under Rule 433 under the Actforegoing, other than the Final Term Sheet; provided, you further represent and agree that the prior consent of the parties hereto shall be deemed to have been given in respect of you will not distribute any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced referred to by such Underwriter you in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto forming part of the Time of Sale Prospectus or any such free writing prospectus prepared, authorized or approved by the Company Bank for broad unrestricted dissemination. Any You covenant and agree to use any free writing prospectus prepared by you or on your behalf only if such free writing prospectus, prospectus complies with the use requirements of which has been consented to by the Company Securities Act and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderunder the Securities Act and that each such free writing prospectus, as amended or supplemented through the related Settlement Date, shall not conflict with the Registration Statement, as then amended, if applicable.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees Selling Stockholders represent and agree that, without unless they obtain the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Representatives agree that any such Permitted Free Writing Prospectus is listed on Schedule C hereto. For The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in this Section 6(aRule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) shall restrict required to be delivered under the Company from making Act by any filings required Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances under which they were made, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActCommission, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file any electronic road show with the Commission. Each Underwriter represents and agrees that, (A) unless it has obtained or obtains the prior written consent of the Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating each Underwriter represents and agrees that, subject to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act)last sentence of this Section, other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination405. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For .” The Company represents 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 of the purposes of claritySecurities Act Rules and Regulations, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations under the Exchange Act or the rules and regulations requirements of Rule 433 of the Securities Act Rules and Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission promulgated thereunderfiling where required, legending and record keeping. Notwithstanding the foregoing, the Underwriters may use a free writing prospectus that contains no “issuer information” (as defined in Rule 433 of the Securities Act Rules and Regulations) that was not included (including through incorporation by reference) in a Preliminary Prospectus, the Prospectus or a previously filed Issuer Free Writing Prospectus and, prior to the preparation of the Final Term Sheet, may use the information with respect to the final terms of the Securities in communications conveying information relating to the offering to investors.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without Without the prior consent of the RepresentativesAgents, it the Forward Sellers and the Forward Purchasers, the Company has not made and will not make any offer relating to the Securities Shares that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Securities Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetProspectus; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company Agents, the Forward Sellers and the Representatives (including those listed on Schedule III hereto)Forward Purchasers, is hereinafter referred listed herein on Exhibit D. The Company represents that it has treated or agrees that it will treat each Issuer Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to as a “Permitted any Issuer Free Writing Prospectus”, including timely filing with the Commission where required, legending and record keeping. For The Company agrees that if at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus or other written communication that constitutes an offer to buy the Shares provided to investors by, nothing or with the approval of, the Company, any event occurs as a result of which such Issuer Free Writing Prospectus or other written communication would conflict with the information in this Section 6(a) shall restrict the Company from making Registration Statement or the Prospectus or would include an untrue statement of a material fact or omit to state any filings required material fact necessary in order to comply with its reporting obligations under make the Exchange Act or the rules and regulations statements therein, in light of the Commission promulgated thereundercircumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Agents, the Forward Sellers and the Forward Purchasers, and, if requested by the Agents, the Forward Sellers and the Forward Purchasers, will prepare and furnish without charge to each Agent, Forward Seller and Forward Purchaser a free writing prospectus or other document, the use of which has been consented to by the Agents, which will correct such conflict, statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, and the Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Firm Shares that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter severally represents and agrees that, unless it obtains the prior written consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities ADSs that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rule 164 and Rule 433 applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActCommission, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of claritythe Company, nothing in this Section 6(ait has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) shall restrict any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act. The Selling Shareholder represents and agrees that, without the prior consent of the Company from making and the Representative, the Selling Shareholder has not made and will not make any filings required in order offer relating to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderSecurities that would constitute a free writing prospectus.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it has obtained, or will obtain, the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Securities Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents 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 under the Securities Act, and has complied and will comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. For Each Permitted Free Writing Prospectus conformed or will conform in all material respects to all other applicable requirements of the purposes Securities Act on the date of clarityits first use, nothing in this Section 6(a) shall restrict and the Company from making has complied with all prospectus delivery and any filings required filing requirements applicable to such Permitted Free Writing Prospectus pursuant to the Securities Act. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Underwriters, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in order the Registration Statement, the Disclosure Package or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus supplement deemed to comply with its reporting obligations be a part thereof that has not been superseded or modified. The Company has taken all actions necessary so that any “road show” (as defined in Rule 433 under the Exchange Act or Securities Act) in connection with the rules and regulations offering of the Commission promulgated thereunderShares will not be required to be filed pursuant to the Securities Act.

Free Writing Prospectuses. The Offerors will (ai) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities Receipts that would constitute a an “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company Trust with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agent approves its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agent hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agent, the Trust or the Initial Depositor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf the Placement Agent that the Placement Agent otherwise would not have been required to file thereunder. The Offerors will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agents approve its use in writing prior to first use (each, other than the Final Term Sheeta "Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agents hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agents or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agents that such Placement Agents otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants Representative represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActCommission, other than the Final Term Sheet; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesEvercore Group L.L.C., it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesEvercore Group L.L.C., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Evercore Group L.L.C. is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Evercore Group L.L.C., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company representsand the Guarantor represent and agree that, warrantswithout the prior consent of the Representatives, covenants they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the 1933 Act, other than a Permitted Free Writing Prospectus and a Limited Use Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company, the Guarantor and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the 1933 Act), other than the Final Term Sheet. Each Underwriter representsa Permitted Free Writing Prospectus, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer a Limited Use Free Writing Prospectus or other a free writing prospectus (as defined in Rule 405 under the Act) that would be is not required to be filed by the Company with or the Commission or retained by the Company under Guarantor pursuant to Rule 433 under the Act1933 Act or one or more free writing prospectuses through customary Bloomberg distribution that do not contain substantive changes from or additions to the information contained in the free writing prospectus, other than dated the Final date hereof, filed pursuant to Rule 433(d) under the 1933 Act relating to the Securities (the “Pricing Term Sheet”); provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by (which shall include the Company for broad unrestricted dissemination. Any such free writing prospectusPricing Term Sheet but shall not include a Limited Use Free Writing Prospectus), the use of which has been consented to by the Company Company, the Guarantor and the Representatives (including those is listed on Schedule III hereto), is hereinafter referred to as II-A hereto and herein called a “Permitted Free Writing Prospectus.”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication [other than those listed on Schedule V], and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless the Placement Agents approve its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the parties Placement Agents hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the ActIssuer Free Writing Prospectus(es) included in Schedule III I hereto. Each Underwriter further covenants , (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Placement Agents or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (as defined prepared by or on behalf of such Placement Agents that such Placement Agents otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 405 433 under the Act) used or referenced by such Underwriter in Securities Act to avoid a manner reasonably designed requirement to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply file with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Section 5(d) Written Communication other than those listed on Schedule V, and (B) any Permitted Section 5(d) Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto Representative shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus and has complied and will comply with the requirements of Rule 164 and Rule 433 applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other “issuer free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act, other than the Final Term Sheet; provided, that without the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationRepresentative. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “"Permitted Free Writing Prospectus”. For the purposes of clarity, nothing ." The Company represents that it will treat each Permitted Free Writing Prospectus as an "issuer free writing prospectus" as defined in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations under the Securities Act, and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely Commission promulgated thereunderfiling, where required, legending and record-keeping. If at any time any event shall have occurred as a result of which any Permitted Free Writing Prospectus as then amended or supplemented would, in the judgment of the Representative or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Representative or the Company, include an untrue statement of a material fact or omit to state any material necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Permitted Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance.

Free Writing Prospectuses. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus” (awithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Preliminary Prospectus dated September 25, 2017 relating to the Shares and the Free Writing Prospectuses identified on Schedule II. The Company representshas not, warrantsdirectly or indirectly, covenants and agrees thatprepared, used or referred to any other Free Writing Prospectuses, without the prior written consent of the Representatives. Each Free Writing Prospectus has been prepared, it used or referred to in compliance with Rules 164 and 433 under the Securities Act and any Free Writing Prospectus that the Company is required to file pursuant to Rules 164 and 433 under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each Free Writing Prospectus, as of its issue date and as of the Applicable Time, did not, does not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus. The preceding sentence does not apply to statements in or omissions from any Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information (as defined in Section 8(a) hereof). At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities that would constitute a free writing prospectus (Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act), other than in the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and preceding three years not jointly, that, without having been convicted of a felony or misdemeanor or having been made the prior consent subject of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus a judicial or other free writing prospectus (administrative decree or order as defined described in Rule 405 under the Act) that would be required to be filed (without taking account of any determination by the Company with the Commission or retained by pursuant to Rule 405 that it is not necessary that the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III heretoconsidered an ineligible issuer), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented to by BTIG, in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined in Rule 405 under the Act433), other than the Final Term Sheet. Each Underwriter representsas of its issue date and as of each Applicable Time, warrantsdid not, covenants and agrees, severally and does not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any Incorporated Document deemed to the Securities be a part thereof that would constitute an Issuer Free Writing Prospectus has not been superseded or other modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information furnished to the Company by BTIG expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Act) Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares. Any issuer free writing prospectus that would be the Company is required to be file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent requirements of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Securities Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, Purchaser covenants and agrees thatthat (i) except as otherwise provided in this Agreement, without unless Purchaser obtains the prior written consent of the RepresentativesWestpac, which consent will not be unreasonably withheld or delayed, it has not made and will not make make, as the case may be, any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under of the Act) that would be Securities Act Regulations, required to be filed by the Company with the Commission or retained by the Company under Commission, and (ii) it will furnish Westpac with each proposed Issuer Free Writing Prospectus that (A) is required to be filed pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall Securities Act Regulations or (B) is or will be deemed a part of the General Disclosure Package or Prospectus relating to have been given or to be used in respect connection with the offer and sale of the Notes to be prepared by or on behalf of Purchaser before its first use and will not use any such Issuer Free Writing Prospectus to which Westpac objects. Purchaser covenants and agrees that it will use a Permitted Free Writing Prospectus prepared by or on behalf of Purchaser only if such Permitted Free Writing Prospectus complies with the requirements of the Securities Act and the Securities Act Regulations. Notwithstanding anything to the contrary contained herein, Westpac consents to the use by Purchaser of a free writing prospectus that (a) (i) contains information describing only the preliminary terms, such terms having been agreed by Westpac and Purchaser, of the Notes or their offering and (ii) contains information describing only the final terms, such terms having been agreed by Westpac and Purchaser, of the Notes or their offering and that is or is to be included in the Pricing Supplement contemplated by Section 3(k) hereof or (b) (i) contains other customary information that is not “issuer information,” as defined in Rule 405 under 433 of the ActSecurities Act Regulations or (ii) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and is not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted otherwise an Issuer Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company representsExcept as contemplated hereby, warrants, covenants each Holder represents and agrees that, without the prior consent of the Representatives, that it has not made and will shall not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus Prospectus, and will not distribute any written materials (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; providedRegistration Statement, that Prospectus and Issuer Free Writing Prospectuses) in connection with the offer or sale of Registrable Securities included in a Registration Statement, in each case without the prior written consent of the parties hereto shall Company and, in connection with any Underwritten Offering, the underwriters, in each case not to be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agreesunreasonably withheld, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use delayed or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationconditioned. Any such free writing prospectus, the use of which has been Free Writing Prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto)underwriters, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. For The Company represents and agrees that it shall not make any offer relating to the purposes Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus in connection with the offer or sale of clarityRegistrable Securities without the prior written consent of AXXX, nothing in this Section 6(a) shall restrict or if AXXX is not requesting registration of any of its Registrable Securities, then the Company from making any filings required in order to comply with its reporting obligations holders of a majority of the Registrable Securities that are covered under the Exchange Act Registration Statement and, in connection with any Underwritten Offering, the underwriters, in each case not to be unreasonably withheld, delayed or the rules and regulations of the Commission promulgated thereunderconditioned.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company and the Underwriters agree that any such Permitted Free Writing Prospectus is listed on Schedule B hereto. For The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in this Section 6(aRule 433 to avoid a requirement to file with the Commission any electronic road show. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) shall restrict required to be delivered under the Company from making Act by any filings required Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances under which they were made, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus and that the Company from making any filings required in order to has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V; and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesUnderwriter, and the Underwriter represents 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 Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Offered ADSs that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents 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 Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including making timely Commission filing where required, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. The Company agrees that if at any time following issuance of clarityan Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, nothing in this Section 6(a) shall restrict the Company from making Time of Sale Prospectus or the Final Prospectus or would include an untrue statement of a material fact or omit to state any filings required material fact necessary in order to comply with its reporting obligations under make the Exchange Act or statements therein, in the rules and regulations light of the Commission promulgated thereundercircumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriter and, if requested by the Underwriter, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Underwriter expressly for use therein.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (i) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Xxxxx Xxxxxxx & Co., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (ii) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (i) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Section 5(d) Written Communication other than those listed on Schedule V, and (ii) any Section 5(d) Written Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show related to the offering. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Xxxxx Xxxxxxx & Co., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company representsrepresents and warrants to, warrants, covenants and agrees thatwith, without the prior consent of the Representatives, Underwriters that it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that Road Show) without the prior consent of the parties hereto shall be deemed to have been given in respect of Representatives; and any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, Issuer Free Writing Prospectus the use of which has been consented to by the Company and the Representatives (including those other than the Road Show) is listed on Schedule III II hereto), is hereinafter referred . The Company will comply with the requirements of Rule 433 of the Rules and Regulations with respect to as a “Permitted any such Issuer Free Writing Prospectus”. For , including timely filing with the purposes Commission or retention where required and legending; any such Issuer Free Writing Prospectus will not, as of clarityits issue date and through the time the Shares are delivered pursuant to Section 4 hereof, nothing include any information that conflicts with the information contained in this Section 6(a) shall restrict the Registration Statement, the Disclosure Package and the Prospectus; and any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, the Disclosure Package and the Prospectus, did not, as of the Applicable Time, does not and will not, as of the First Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, that no representation or warranty is made as to information contained in or omitted from the Prospectus or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company from making through the Representatives by or on behalf of any filings required Underwriter specifically for inclusion therein, which information is specified in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderSection 12.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus and has complied and will comply with the requirements of Rule 164 and Rule 433 applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Xxxxx Xxxxxxx & Co., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers within the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented to by Agent, in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined in Rule 405 under the Act433), other than the Final Term Sheet. Each Underwriter representsas of its issue date and as of each Applicable Time, warrantsdid not, covenants and agrees, severally and does not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any Incorporated Document deemed to the Securities be a part thereof that would constitute an Issuer Free Writing Prospectus has not been superseded or other modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information furnished to the Company by Agent expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Act) Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Shares. Any issuer free writing prospectus that would be the Company is required to be file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent requirements of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Securities Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule VI, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. Each Free Writing Prospectus, as of its issue date and as of each Applicable Time (aas defined in Section 20 hereof), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances, prevailing at that time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Free Writing Prospectus based upon and in conformity with the Baird-Furnished Information. Without limitation to anything contained herein, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 of the Securities Act for the use of a free writing prospectus (as defined in Rule 405 of the Securities Act) in connection with the offering contemplated hereby. The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute a free writing prospectus an issuer Free Writing Prospectus without the prior written consent of Baird. The Company has retained, and will retain, in accordance with the Securities Act all issuer Free Writing Prospectuses that are not required to be filed pursuant to the Securities Act. The Company has taken all commercially reasonable actions necessary so that any "road show" (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent 433 of the Company and Securities Act) in connection with the Representatives, it has not made and offering of the Shares will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by pursuant to the Company with the Commission or retained by the Company under Rule 433 under the Securities Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company representswill cause each amendment to the Registration Statement or supplement to the Prospectus, warrantsand each filing or report incorporated therein, covenants to be prepared in form and substance as required by the Act, the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and to be timely filed with the Commission. The Company represents and agrees that, without unless it obtains the prior consent of the RepresentativesAgent, and the Agent represents 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 Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus” as defined in Rule 405 under the Act) that would be 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationCommission. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents 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 (“Rule 433”), and has complied and will comply with the requirements of Rules 164 and 433, as applicable to any Permitted Free Writing Prospectus, including timely Commission filings where required, legending and record keeping. For the purposes of claritythis Section, nothing “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations Rule 433 under the Exchange Act Act, relating to the Shares in the form filed or the rules and regulations of required to be filed with the Commission promulgated thereunderor, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesXxxxx Xxxxxxx & Co., it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Xxxxx Xxxxxxx & Co. is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Xxxxx Xxxxxxx & Co., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior consent of the parties hereto Representatives shall be deemed to have been given consented in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, any road show that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in is a written communication within the meaning of Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination433(d)(8)(i). Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is are hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus and that the Company from making any filings required in order to has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V; and (B) any Testing-the- Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented to by BTIG, in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined in Rule 405 under the Act433), other than the Final Term Sheet. Each Underwriter representsas of its issue date and as of each Applicable Time, warrantsdid not, covenants and agrees, severally and does not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any Incorporated Document deemed to the Securities be a part thereof that would constitute an Issuer Free Writing Prospectus has not been superseded or other modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information relating to BTIG furnished to the Company by BTIG expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Act) Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Shares. Any issuer free writing prospectus that would be the Company is required to be file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent requirements of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company Securities Act and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the applicable rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the ADSs other than the then most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented to by BTIG, in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined in Rule 405 under the Act433), other than the Final Term Sheet. Each Underwriter representsas of its issue date and as of each Applicable Time, warrantsdid not, covenants and agrees, severally and does not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any Incorporated Document deemed to the Securities be a part thereof that would constitute an Issuer Free Writing Prospectus has not been superseded or other modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information furnished to the Company by BTIG expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the ADSs, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Act) Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the ADSs. Any issuer free writing prospectus that would be the Company is required to be file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent requirements of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Securities Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (i) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (ii) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior consent of the parties hereto Representatives shall be deemed to have been given consented in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, any road show that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in is a written communication within the meaning of Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination433(d)(8)(i). Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus and that the Company from making any filings required in order to has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V; and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not not, make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other a “free writing prospectus (prospectus” as defined in Rule 405 under of the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActRules and Regulations (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, however, that the prior written consent of the parties Company and the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping, and will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus (as defined prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations 433 of the Rules and Regulations to avoid a requirement to file with the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (i) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (ii) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) (i) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesLead Underwriter, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior consent of the Company and the RepresentativesLead Underwriter, it has not made prepared or used, authorized the use of, referred to or participated in the planning for the use of, and will not make any offer relating prepare or use, authorize the use of, refer to or participate in the Securities that would constitute planning for the use of an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination405. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Lead Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus”. For .” The Company represents 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 purposes requirements of clarityRules 164 and 433 applicable to any Permitted Free Writing Prospectus, nothing in this Section 6(aincluding timely Commission filing where required, legending and record keeping; (ii) shall restrict the Underwriters covenant with the Company from making any filings required that the Underwriters will not use, authorize the use of, refer to, or participate in order to comply with its reporting obligations the planning for the use of, an “free writing prospectus”, as defined in Rule 405 under the Exchange 1933 Act or the rules and regulations which term includes use of any written information furnished to the Commission promulgated thereunderby the Company and not incorporated by reference into the Registration Statement other than (i) any Issuer Free Writing Prospectus identified on Schedule A or (ii) any Underwriter Free Writing Prospectus approved by the Company in advance in writing.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will (i) not make any offer relating to the Securities Shares that would constitute a an “issuer free writing prospectus prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the ActSecurities Act unless you approve its use in writing prior to first use (each, other than the Final Term Sheeta “Permitted Free Writing Prospectus”); provided, provided that the your prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule II hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in you 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 your behalf that you otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. You agree to furnish the Company with a copy of each proposed free writing prospectus to be prepared by you or on your behalf before its first use and not to use any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by which the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunderreasonably objects.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made distributed and will not make distribute any offer relating to “prospectus” (within the meaning of the Securities that would constitute a Act) or offering material in connection with the offering or sale of the Shares other than the then most recent Prospectus Supplement and any “issuer free writing prospectus” (as defined in Rule 433) reviewed and consented to by BTIG (which consent shall not be unreasonably withheld or delayed), in each case accompanied by the then most recent base prospectus. Each issuer free writing prospectus (as defined in Rule 405 under the Act433), other than the Final Term Sheet. Each Underwriter representsas of its issue date and as of each Applicable Time, warrantsdid not, covenants and agrees, severally and does not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make include any offer relating information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any Incorporated Document deemed to the Securities be a part thereof that would constitute an Issuer Free Writing Prospectus has not been superseded or other modified. The foregoing sentence does not apply to any statements in or omissions from any issuer free writing prospectus made in reliance upon and in conformity with written information furnished to the Company by BTIG expressly for use in such issuer free writing prospectus. The Company is not disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Shares, issuer free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Act) Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Shares. Any issuer free writing prospectus that would be the Company is required to be file pursuant to Rule 433 has been, or will be, timely filed with the Commission in accordance with the requirements of Rule 433. Each issuer free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent requirements of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Securities Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter severally represents and agrees that, unless it obtains the prior written consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) Free Writing Prospectuses included in Schedule III II hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been Free Writing Prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a Free Writing Prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V hereto, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a “free writing prospectus prospectus” (as defined in Rule 405 under the Securities Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than Securities Act unless the Final Term SheetPlacement Agents approve its use in writing prior to first use; provided, provided that the prior written consent of the parties Placement Agents hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule II hereto, (ii) comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iii) not take any action that would result in the Placement Agents 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 Placement Agents that the Placement Agents otherwise would not have been required to file thereunder. The Company will satisfy the conditions in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. The Placement Agents will (x) not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) included required to be filed by the Company with the Commission under Rule 433 under the Securities Act unless the Company approves its use in Schedule III hereto. Each Underwriter further covenants writing prior to first use; and agrees, severally and (y) not jointly, take any action that it will not (and will not permit anyone on its behalf towould result in the Company being required to file with the Commission pursuant to Rule 433(d) use or refer to any under the Securities Act a free writing prospectus (as defined in Rule 405 under the Act) used prepared by or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations behalf of the Commission promulgated Placement Agents that the Placement Agents otherwise would not have been required to file thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and Pxxxx Xxxxxxx & Co., it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V hereto, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior consent of the RepresentativesPurchasing Agent, and the Purchasing Agent represents 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 Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent Notes of the Company and the Representatives, it has not made and will not make any offer relating to the Securities particular tranche that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under of the Act) that would be 1933 Act Regulations, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationSEC. Any such free writing prospectus, the use of which has been prospectus consented to in writing by the Company and the Representatives (including those listed on Schedule III hereto), Purchasing Agent is hereinafter referred to herein as a “Permitted Free Writing Prospectus”.” The Company represents 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 of the 1933 Act Regulations, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely SEC filing where required, legending and record keeping. For Notwithstanding anything to the purposes of claritycontrary contained herein, nothing in this Section 6(a) shall restrict the Company from making any filings required in order consents to comply with its reporting obligations under the Exchange Act use by the Purchasing Agent of a free writing prospectus that contains only (a) (i) information describing the preliminary terms of the Notes generally or the rules and regulations Notes of any particular tranche specifically or their offering or (ii) information that describes the final terms of the Commission promulgated thereunderNotes of any particular tranche or their offering and that is or is to be included in the pricing supplement of the Company contemplated in the first sentence above or (b) other customary information that is neither “issuer information,” as defined in Rule 433, or otherwise an Issuer Free Writing Prospectus.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (i) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (ii) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules meaning of Rule 501 under the Act. Each Underwriter, severally and regulations not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Commission promulgated thereunderUnderwriter.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of Credit Suisse, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the RepresentativesCompany and Credit Suisse, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or other that would otherwise constitute a "free writing prospectus (prospectus," as defined in Rule 405 under the Act) that would be 405, required to be filed with the Commission. The Company and each Underwriter further represent that it has not made any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a free writing prospectus except for (i) Issuer Free Writing Prospectuses consented to in writing by Credit Suisse, in the case of the Company, and the Company and Credit Suisse, in the case of each Underwriter and (ii) that certain Issuer Free Writing Prospectuses filed by the Company with the Commission or retained by the Company under Rule 433 under the Acton December 23, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination2005. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Credit Suisse is hereinafter referred to as a “"Permitted Free Writing Prospectus”. For the purposes of clarity." The Company represents 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, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations under the Exchange Act or the rules requirements of Rules 164 and regulations of 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it is not required to file with the Commission promulgated thereunderany electronic road show.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, Representatives each severally and not jointly, jointly represent and agree that, without unless such Representative obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and or the Representatives (including those listed on Schedule III hereto), Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 under the Exchange Securities Act applicable to any Permitted Free Writing Prospectus. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter represents and agrees that, (A) unless it obtains the prior written consent of the Company, it has not distributed, and will not distribute, any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers with the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderSecurities Act.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIV. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company representsWith respect to each series of Notes, warrants, the Purchasing Agent and each Agent covenants and agrees thatthat (i) except as otherwise provided in this Agreement, without unless they obtain the prior written consent of the RepresentativesWestpac, it has which consent will not be unreasonably withheld or delayed, they have not made and will not make make, as the case may be, any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities such Notes that would constitute an Issuer Free Writing Prospectus or other that would otherwise constitute a “free writing prospectus (prospectus,” as defined in Rule 405 under of the Act) that would be Securities Act Regulations, required to be filed by the Company with the Commission or retained by the Company under Commission, and (ii) it will furnish Westpac with such proposed “free writing prospectus” that (A) is required to be filed pursuant to Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto Securities Act Regulations or (B) is or will be a part of the General Disclosure Package or Prospectus relating to or to be used in connection with the offer and sale of the Notes to be prepared by or on behalf of such Agent before its first use and will not use any such “free writing prospectus” to which Westpac objects. It is understood that an Agent’s obligation to furnish any such form shall be deemed satisfied if another Agent has so furnished such form. Each Agent covenants and agrees that it will use a Permitted Free Writing Prospectus prepared by or on behalf of such Agent only if such Permitted Free Writing Prospectus complies with the requirements of the Securities Act and the Securities Act Regulations. Notwithstanding anything to have been given in respect the contrary contained herein, Westpac consents to the use by the Agents of any a free writing prospectus that (a) (i) contains information describing only the preliminary terms, such terms having been agreed by Westpac and the Agents, of the particular Notes or their offering and (ii) contains information describing only the final terms, such terms having been agreed by Westpac and the Agents, of the particular Notes or their offering and that is or is to be included in the applicable Pricing Supplement contemplated by Section 4(n)(ii) hereof or (b) (i) contains other customary information that is not “issuer information,” as defined in Rule 405 under 433 of the ActSecurities Act Regulations or (ii) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and is not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted otherwise an Issuer Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each Underwriter represents, warrants, covenants and agrees, severally and not jointly, that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or other free writing prospectus (as defined in Rule 405 under the Act) that would be required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term Sheet; provided, that the prior consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus (as defined in Rule 405 under the Act) included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder.

Free Writing Prospectuses. (a) The Each of the Company represents, warrants, covenants and the Subsidiary represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”. For the purposes .” Each of clarity, nothing in this Section 6(a) shall restrict the Company from making any filings required in order to and the Subsidiary represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with its reporting obligations the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. The Company agrees not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with entities that are qualified institutional buyers within the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted disseminationIII. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For the purposes of clarity, nothing The Company agrees not to take any action that would result in this Section 6(a) shall restrict the Company from making being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Company that otherwise would not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any Any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been consented to by the Company and the Representatives (including those listed on Schedule III hereto), Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of clarity, nothing in this Section 6(a) shall restrict the Company from making and the Representative, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication other than those listed on Schedule V hereto, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.

Free Writing Prospectuses. (a) The Company represents, warrants, covenants represents and agrees that, without unless it obtains the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus (as defined in Rule 405 under the Act), other than the Final Term Sheet. Each each Underwriter represents, warrants, covenants severally represents and agrees, severally and not jointly, agrees that, without unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or other issuer free writing prospectus (as defined in Rule 405 under the Act) or that would be otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act, other than the Final Term SheetCommission; provided, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any the free writing prospectus (as defined in Rule 405 under the Act) prospectuses included in Schedule III IV hereto. Each Underwriter further covenants and agrees, severally and not jointly, that it will not (and will not permit anyone on its behalf to) use or refer to any free writing prospectus (as defined in Rule 405 under the Act) used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination; provided, that such covenant and agreement shall not apply to any such free writing prospectus identified in Schedule III hereto or any such free writing prospectus prepared, authorized or approved by the Company for broad unrestricted dissemination. Any such free writing prospectus, the use of which has been prospectus consented to by the Company and the Representatives (including those listed on Schedule III hereto), is hereinafter referred to as a “Permitted Free Writing Prospectus”.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, and has complied and will comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus. For The Company represents that it has satisfied and agrees that it will satisfy the purposes conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show or free writing prospectus prepared by or on behalf of clarity, nothing in this Section 6(a) shall restrict the Company from making that would otherwise not be required to be filed by the Company thereunder, but for the action of the Company. Each Underwriter severally represents and agrees that, (A) unless it obtains the prior written consent of the Company and the Representatives, it has not distributed, and will not distribute any filings required in order to comply Written Testing-the-Waters Communication, and (B) any Testing-the-Waters Communication undertaken by it was with its reporting obligations entities that are qualified institutional buyers with the meaning of Rule 144A under the Exchange Act or institutions that are accredited investors within the rules and regulations meaning of Rule 501 under the Commission promulgated thereunderAct.