Common use of Pricing Disclosure Package Clause in Contracts

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any of the Representatives specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, did not include as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) provided that such Selling Stockholder makes no representation or Schedule II(c) hereto does not conflict warranty with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include respect to any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company in writing by an such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Representatives specifically information described as such in Section 9(c) hereof; provided, further, that such Selling Stockholder’s representation under this Section 4(e) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use thereinin the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), Registration Statement or the Prospectus (or any amendment or supplement thereto).

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(cII (c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any of the Representatives specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as the auction service provider agent (the “Auction Service ProviderAgent”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an the Underwriter through any of the Representatives specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, did not include as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each provided that such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this Selling Stockholder makes no representation and warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof; provided further that, except if such Selling Stockholder is a Specified Selling Stockholder, the representations and warranties set forth in this Section 4(e) are limited in all respects to statements or omissions made in reliance upon and in conformity with information furnished relating to the Selling Stockholder provided by the Selling Stockholder in writing to the Company by an Underwriter through any expressly for use in the Pricing Disclosure Package. For purposes of this Agreement, each of the Representatives specifically for use thereinSelling Stockholders named in Schedule 3 hereto are referred to as a “Specified Selling Stockholder” and collectively as the “Specified Selling Stockholders.”

Pricing Disclosure Package. For The term “Pricing Disclosure Package” shall mean (i) the purposes Base Prospectus and the Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act, if any, identified in Schedule B hereto (each, an “Issuer Free Writing Prospectus”), (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of 3:05 p.m. (New York City time) on the date of this Agreement, Agreement (the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, Package did not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto . The preceding sentence does not conflict with the information contained apply to statements in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with omissions from the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance based upon and in conformity with written information furnished in writing to the Company by an any Underwriter through any of the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Pricing Disclosure Package. For To the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to extent that any statements or omissions made in the Pricing Prospectus as Disclosure Package or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished to the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectivelyby Counterparty expressly for use therein, the “Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable Closing Date and each Hedge Prospectus Time, did not include will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood and each Issuer Free Writing Prospectus listed agreed that the only such information furnished by Counterparty is the Counterparty Information. “Counterparty Information” means (i) any information related to the VPF Transactions under paragraph 1 on Schedule II(athe cover page, under the captions “Summary of the Offering—Selling Stockholder” and “Summary of the Offering—Use of Proceeds”, under paragraphs 1 to 4 under the caption “Summary of the Offering—Variable Forward Transactions” and under paragraphs 1 to 3 and paragraph 7 under the caption “Plan of Distribution” in the Prospectus, (ii) or Schedule II(c) hereto does not conflict with the information contained disclosed under the caption “Selling Stockholder” in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with (iii) the Pricing Disclosure Package as number of the Applicable TimeOffered Securities, did not include any untrue statement the number of a material fact or omit to state any material fact necessary in order to make the statements therein, Additional Securities and Counterparty’s ownership of the Issuer’s securities disclosed in the light of the circumstances under which they were madeProspectus (including in any press release issued by Counterparty that is issued after being approved pursuant to, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished accordance with, Section 7(g) or in violation thereof and any free writing to the Company by an Underwriter through any of the Representatives specifically for use thereinprospectus listed on Annex A hereto).

Pricing Disclosure Package. For The term “Pricing Disclosure Package” shall mean (i) the purposes Base Prospectus and the Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act, if any, identified in Schedule B hereto (each, an “Issuer Free Writing Prospectus”), (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of 6:30 p.m. (New York City time) on the date of this Agreement, Agreement (the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, Package did not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto . The preceding sentence does not conflict with the information contained apply to statements in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with omissions from the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance based upon and in conformity with written information furnished in writing to the Company by an any Underwriter through any of the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, did not include as the case may be, will not, contain any untrue statement of a material fact or omit to state any 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 that (i) as to the Selling Stockholders named in Schedule 2 of this Agreement, such Selling Stockholder’s representation and each Issuer Free Writing Prospectus listed on Schedule II(awarranty under this Section 4(e) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include shall only apply to any untrue statement of a material fact or omit omission to state any a material fact necessary made in order reliance upon and in conformity with information relating to make such Selling Stockholder furnished by or on behalf of such Selling Stockholder in writing to the statements thereinCompany expressly for use in the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of (A) the legal name, address and the number of shares of Common Stock owned by such Selling Stockholder before and after the offering, (B) information regarding such Selling Stockholder’s direct or indirect interest, or lack of any interest, in any transaction since the light beginning of the circumstances Company’s last fiscal year, or proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and (C) the other information with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under which they were madethe caption “Principal and selling stockholders” (with respect to each Selling Stockholder, not misleading; providedthe “Selling Stockholder Information”), howeverand (ii) as to the Selling Stockholders named in Schedule 3 of this Agreement, that this such Selling Stockholder makes no representation and warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Representatives specifically for use thereininformation described as such in Section 9(c) hereof.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) provided that the Company makes no representation or Schedule II(c) hereto does not conflict warranty with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include respect to any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter through the Representative expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Representatives specifically for use information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom. The statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, under the caption “Material U.S. Federal Income Tax Considerations For Non-U.S. Holders”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, fairly summarizes such laws and documents in all material respects.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) provided that the Company makes no representation or Schedule II(c) hereto does not conflict warranty with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include respect to any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Representatives specifically information described as such in Section 9(c) hereof or (ii) information relating to any Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder expressly for use thereinin the Pricing Disclosure Package, it being understood and agreed that only such information furnished by and on behalf of any Selling Stockholder consists of the Selling Stockholder Information. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, did not include as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each provided that such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this Selling Stockholder makes no representation and warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Representatives specifically information described as such in Section 9(c) hereof; provided, however, that such Selling Stockholder’s representation under this Section 4(e) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any information relating to such Selling Stockholder (including, but not limited to, information (i) set forth under the caption “Principal and Selling Stockholders” in the Pricing Disclosure Package and (ii) set forth under the caption “Management”) furnished to the Company in writing by such Selling Stockholder expressly for use thereinin the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended).

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with provided that the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this Company makes no representation and warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished in writing to the Company in writing by an such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the Representatives specifically information described as such in Section 9(c) hereof or (ii) information relating to any Selling Stockholder furnished to the Company in writing by and on behalf of such Selling Stockholder expressly for use thereinin the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information described as such in Section 9(b). No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the The term “Pricing Disclosure Package”” shall mean (i) the Base Prospectus, including the most recent Preliminary Prospectus, as amended or supplemented, (ii) the information listed on Schedule II hereto, (iii) any Issuer Free Writing Prospectus, and (iv) any other free writing prospectus, if any, listed on Schedule III hereto. The Pricing Disclosure Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of any Option Closing Date, as the case may be, will not, contain any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this the Company makes no representation and or warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an or on behalf of such Underwriter through any expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information consists of the Representatives specifically for use thereininformation described as such in the final sentence of Section 8(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as the auction service provider agent (the “Auction Service ProviderAgent”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(cII (c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an the Underwriter through any of the Representatives specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as the auction service provider agent (the “Auction Service ProviderAgent”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any of the Representatives specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) provided that the Transaction Parties make no representation or Schedule II(c) hereto does not conflict warranty with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include respect to any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to any Underwriter, any Forward Purchaser or any Forward Seller furnished in writing to the Company in writing by an Underwriter such Underwriter, Forward Purchaser or Forward Seller through the Representative expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter, any Forward Purchaser or any Forward Seller consists of the Representatives specifically for use thereininformation described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , as of the Applicable Time, did not include any not, and as of each Closing Date, will not, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each . Each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto complies in all material respects with the applicable provisions of the 1934 Act and the rules and regulations thereunder, and does not conflict include information that conflicts with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus U.S. Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this . No representation and warranty shall not apply is made in this paragraph 2(f) with respect to statements any information contained in or omissions made omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an or on behalf of any Underwriter through any of the Representatives specifically Lead Manager expressly for use therein. The parties hereto agree that such information provided by or on behalf of any Underwriter through the Lead Manager consists solely of the material referred to in Section 16 hereof.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, did not include as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each provided that such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this Selling Stockholder makes no representation and warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof; provided further that the representations and warranties set forth in this section 4(e) shall only apply to statements or omissions made in reliance upon information relating to such Selling Stockholder furnished to the Company by an Underwriter through any of the Representatives specifically such Selling Stockholder expressly for use thereinin the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto; it being understood and agreed that such information furnished by a Selling Stockholder consists only of (A) the legal name, address and the number of shares of Common Stock owned by such Selling Stockholder, (B) the other information (excluding percentages) with respect to such Selling Stockholder which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and (C) the information with respect to such Selling Stockholder which appears under the caption “Management” in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (with respect to each Selling Stockholder, the “Selling Stockholder Information”).

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means is 4:25 P.M. (Eastern time) on the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension date of such deadline)this Agreement; the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any of the Representatives specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , as of the Applicable Time, did not include any not, and as of the Closing Time and each Settlement Time, as applicable, will not, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each . Each Issuer Free Writing Prospectus listed on Schedule II(a) complies, or Schedule II(c) hereto will comply, in all material respects with the applicable provisions of the 1933 Act and the 1933 Act Regulations, and does not conflict not, or will not, include information that conflicts with the information contained in the Registration Statement, the U.S. Preliminary Prospectus, the Pricing Prospectus or the Prospectus U.S. Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that . No representation or warranty is made in this representation and warranty shall not apply Section 2(e) with respect to statements any information contained in or omissions made omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an or on behalf of any Underwriter through any of the Representatives specifically expressly for use therein. The parties hereto agree that such information provided by the Representatives consists solely of the information identified in the letter provided by the Representatives, on behalf of the Underwriters, to the Company as of the date hereof.

Pricing Disclosure Package. For The term “Pricing Disclosure Package” shall mean (i) the purposes Base Prospectus and the Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of 2:45 p.m. (New York City time) on the date of this Agreement, Agreement (the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, Package did not include contain any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto . The preceding sentence does not conflict with the information contained apply to statements in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with omissions from the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance based upon and in conformity with written information furnished in writing to the Company by an any Underwriter through any of the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Pricing Disclosure Package. For The term “Pricing Disclosure Package” shall mean (i) the purposes Base Prospectus and the Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of 4:16 p.m. (New York City time) on the date of this Agreement, Agreement (the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, Package did not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto . The preceding sentence does not conflict with the information contained apply to statements in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with omissions from the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance based upon and in conformity with written information furnished in writing to the Company by an any Underwriter through any of the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with provided that the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this Company makes no representation and warranty shall not apply with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter, the Forward Purchaser or the Forward Seller furnished in writing to the Company in writing by an Underwriter such Underwriter, Forward Purchaser or Forward Seller through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter, the Forward Purchaser or the Forward Seller consists of the Representatives specifically for use thereininformation described as such in Section 8(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Pricing Disclosure Package. For The term “Pricing Disclosure Package” shall mean (i) the purposes Base Prospectus and the Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act, if any, identified in Schedule B hereto (each, an “Issuer Free Writing Prospectus”), (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of 4:10 p.m. (New York City time) on the date of this Agreement, Agreement (the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, Package did not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto . The preceding sentence does not conflict with the information contained apply to statements in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with omissions from the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance based upon and in conformity with written information furnished in writing to the Company by an any Underwriter through any of the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , as of the Applicable Time, did not include any not, and as of the Closing Date and each Settlement Date, as applicable, will not, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each . Each Issuer Free Writing Prospectus listed on Schedule II(a) complies, or Schedule II(c) hereto will comply, in all material respects with the applicable provisions of the 1933 Act and the 1933 Act Regulations, and does not conflict not, or will not, include information that conflicts with the information contained in the Registration Statement, the U.S. Preliminary Prospectus, the Pricing Prospectus or the Prospectus U.S. Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that . No representation or warranty is made in this representation and warranty shall not apply Section 2(e) with respect to statements any information contained in or omissions made omitted from the Pricing Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an or on behalf of any Underwriter through any of the Representatives specifically expressly for use therein. The parties hereto agree that such information provided by the Representatives consists solely of the information identified in the letter provided by the Representatives, on behalf of the Underwriters, to the Company as of the date hereof.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the The term “Pricing Disclosure Package”” shall mean (i) the Base Prospectuses, including the most recent Preliminary Prospectus, as amended or supplemented, (ii) the information listed on Schedule II hereto, (iii) any Issuer Free Writing Prospectus, and (iv) any other free writing prospectus, if any, listed on Schedule III hereto. The Pricing Disclosure Package as of the Applicable TimeTime did not, did not include and as of the Closing Date and as of any Option Closing Date, as the case may be, will not, contain any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this the Company makes no representation and or warranty shall not apply (i) with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company in writing by an or on behalf of such Underwriter through any expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information consists of the Representatives specifically information described as such in the final sentence of Section 8(c) hereof or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Selling Stockholder furnished by such Selling Stockholder expressly for use thereinin such Pricing Disclosure Package, it being understood and agreed that the only such information f consists of the information described as such in the final sentence of Section 8(b) hereto. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Pricing Disclosure Package. For the purposes of this Underwriting Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as the auction service provider agent (the “Auction Service ProviderAgent”), in connection with the auction relating to the Securities Warrants (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadlineend of the auction window, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through any of the Representatives Representative specifically for use therein.

Pricing Disclosure Package. For the purposes of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “The Pricing Disclosure Package”) , at the Applicable Time did not, and as of the Applicable TimeClosing Date and as of the Additional Closing Date, did not include as the case may be, will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) provided that the Selling Shareholder makes no representation or Schedule II(c) hereto does not conflict warranty with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include respect to any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by such Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof; and provided further, however, that the Selling Shareholder’s representation under this Section 4(e) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any information relating to such Selling Shareholder furnished in writing to the Company by an Underwriter through any or on behalf of the Representatives specifically Selling Shareholder expressly for use thereinin the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by the Selling Shareholder consists of (i) the legal name, address and the number of shares of Stock owned by the Selling Shareholder before and after the offering and sale of the Shares and (ii) the other information with respect to the Selling Shareholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Selling Shareholders” in the Preliminary Prospectus included in the Pricing Disclosure Package (the “Selling Shareholder Information”).

Pricing Disclosure Package. For The Pricing Disclosure Package, at the purposes Applicable Time did not, and as of each Time of Delivery (as defined in Section 4 of this Agreement, the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc.), as auction service provider (the “Auction Service Provider”)case may be, in connection with the auction relating to the Securities (the “Auction”)will not, such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(aand each Section 5(d) or Schedule II(c) hereto Writing does not conflict include any statement that conflicts with the information contained in each of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or Disclosure Package and the Prospectus, and each Issuer Free Writing Prospectus and each such Issuer Free Writing ProspectusSection 5(d) Writing, as supplemented by and taken together with the Pricing Disclosure Package Package, as of the Applicable Time, did not not, and as of each Time of Delivery will not, include any untrue statement of a material fact or 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 misleading; provided, however, that the representations and warranties set forth in this representation and warranty shall not apply Section 3(a) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished in writing to the Company in writing by an Underwriter through the Selling Shareholder expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto, it being understood and agreed that such information consists only of the Representatives specifically for use thereinSelling Shareholder’s name and information relating to its holdings of common shares of the Company set forth under the heading “Principal and Selling Shareholders” in each of the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto (the “Selling Shareholder Information”).

Pricing Disclosure Package. For The term “Pricing Disclosure Package” shall mean (i) the purposes Base Prospectus and the Preliminary Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act, if any, identified in Schedule B hereto (each, an “Issuer Free Writing Prospectus”), (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule B hereto. As of 3:10 p.m. (New York City time) on the date of this Agreement, Agreement (the “Applicable Time” means the time at which bids may no longer be submitted to Zions Direct, Inc., as auction service provider (the “Auction Service Provider”), in connection with the auction relating to the Securities (the “Auction”), such time being referred to in the Pricing Prospectus as the submission deadline, as set forth in the Pricing Prospectus (including any extension of such deadline); the Pricing Prospectus and any applicable Issuer Free Writing Prospectus(es) issued at or prior to such Applicable Time and listed on Schedule II(c) (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, Package did not include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(c) hereto . The preceding sentence does not conflict with the information contained apply to statements in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with omissions from the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or 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 misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance based upon and in conformity with written information furnished in writing to the Company by an any Underwriter through any of the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.