Common use of No Misstatement or Omission Clause in Contracts

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and any amendment and supplement thereto relating to the ProspectusPlacement Shares, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC Commission and at each Advance Date and Closing Settlement Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules Rules and regulations promulgated thereunderRegulations; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC Commission and at each Advance Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor CF&Co expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or it becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended an Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date hereof will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of At each Settlement Date, the Registration Statement, when such part became or becomes effective, Statement and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or Prospectus will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Act. The Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time, did not or and will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended a Distribution Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each date during the Pricing Period and at the Advance Settlement Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each date during the Pricing Period and at the Advance Date, Settlement Date did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC Commission and at each Advance Date and Closing Settlement Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules Rules and regulations promulgated thereunderRegulations; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC Commission and at each Advance Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor CF&Co. expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and any amendment and supplement thereto relating to the ProspectusPlacement Shares, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in the light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of At each Settlement Date, the Registration Statement, when such part became or becomes effective, Statement and the related prospectus (“Prospectus”), on the date as of filing thereof with the SEC and at each Advance Date and Closing Datesuch date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Act. The Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an 1 Note: reps and warrants remain subject to review by Xxxxx IP and regulatory specialists. untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on information furnished upon, and in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statementconformity with, the Prospectus, or any amendment or supplement theretoAgent’s Information.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of The Underwriter shall not have discovered and disclosed to the Company that the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements as of the Securities Act and the rules and regulations promulgated thereunder; each part of respective times the Registration Statement, when such part any Rule 462(b) Registration Statement or any post-effective amendments thereto became effective or becomes effectiveas of the date that the Company’s most recent Annual Report on Form 10-K was filed with the Commission, did not or will not contain contained an untrue statement of a material fact which, in the opinion of counsel to the Underwriter, is material or omit omitted to state a material any fact required to be stated therein or which is material and necessary to make the statements therein not misleading; and , or that the ProspectusProspectus or any amendment or supplement thereto, on the date of filing thereof with the SEC and at each Advance Date, did not or will not include an contains any untrue statement of a fact which, in the opinion of counsel to the Underwriter, is material fact or omit omits to state a any fact required to be stated therein or which is material fact and necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment or supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date date during the Pricing Period and as of each Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Date, date during the Pricing Period and as of each Closing did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (as defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Registration Statement or the Prospectus at the Effective Time did not, and any further documents filed and incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on information furnished upon, and in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statementconformity with, the Prospectus, or any amendment or supplement theretoAgent Information (as defined below).

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date date during the Pricing Period and at as of each Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Date, date during the Pricing Period and as of each Closing did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent in writing specifically for use in the Registration Statementpreparation thereof, it being understood and agreed that the Prospectus, or any amendment or supplement theretoonly such information furnished by the Agent to the Company consist of “Agent Information” as defined below.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and any amendment and supplement thereto relating to the ProspectusPlacement Shares, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof as defined in Section 11(b).

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statementpreparation thereof. Notwithstanding anything to the contrary contained in this Agreement, the Prospectus, or any amendment or supplement theretorepresentations and warranties set forth in this Section 6(b) shall not be made by the Company as of the date of this Agreement.

No Misstatement or Omission. Each part of the Registration Statement, when such part became or it becomes effective, and the related prospectus (“any Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Datesuch Prospectus or amendment or supplement, conformed or and will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; Act. At each part of Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when such part became or it becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Date, did not or . Each Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment or supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or and will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statementpreparation thereof. Notwithstanding anything to the contrary contained in this Agreement, the Prospectus, or any amendment or supplement theretorepresentations and warranties set forth in the second (2nd) sentence of this Section 6(b) shall not be made by the Company as of the date of this Agreement.

No Misstatement or Omission. Each part of the The Registration Statement, when such part it became or becomes effective, and the related prospectus (“Prospectus”), and any amendment or supplement thereto, on the date of filing thereof with the SEC and at each Advance Date and Closing Datesuch Prospectus or amendment or supplement, conformed or and will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Act. The Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or it becomes effective, and the related prospectus (“Prospectus”)will not, on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (as defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date date during the Pricing Period and as of each Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Date, date during the Pricing Period and as of each Closing did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent in writing specifically for use in the Registration Statementpreparation thereof, it being understood and agreed that the Prospectus, or any amendment or supplement theretoonly such information furnished by the Agent to the Company consists of “Agent Information” as defined below.

No Misstatement or Omission. Each part of the The Registration Statement, when such part became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC and at each Advance Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part it became or becomes effective, did not or not, and will not not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; . The Prospectus and the Prospectusany amendment and supplement thereto, on the date of filing thereof with the SEC and at each Advance DateApplicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that . The Incorporated Documents did not, and any further Incorporated Documents filed after the date hereof will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions in from, any such document made in reliance on upon, and in conformity with, information furnished in writing to the Company by the Investor expressly stating that such information is intended Agent specifically for use in the Registration Statement, the Prospectus, or any amendment or supplement theretopreparation thereof.

No Misstatement or Omission. Each part (i) As of the date hereof, at the respective times the Registration Statement, when such part Statement and each amendment thereto became or becomes effective, and the related prospectus (“Prospectus”), on the date of filing thereof with the SEC effective and at each Advance Date and Closing DateDeemed Effective Time, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, Statement did not or and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of each Time of Sale, the Prospectus (as amended and the Prospectus, on the date supplemented at such Time of filing thereof with the SEC and at each Advance DateSale), did not contain any untrue statement of a material fact or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not include misleading; (iii) as of its date, the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except and (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing this representation and warranty shall not apply to statements any statement or omissions in any such document omission made in reliance on upon and in conformity with information furnished in writing to the Company by the Investor XX Xxxxx expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.