“ The Company has delivered, or will as promptly as practicable
deliver, to the Placement Agent materially complete conformed copies of the Registration Statement and of each consent and
certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement,
as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests.
The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue
statement of a material fact or omitted to state a material
fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the
Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading; and any further documents
so filed and incorporated by reference in the Base Prospectus, the Time
of Sale Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to
the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. ”