Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations – Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceBusiness – Intellectual Property,” “Business—Environmental MattersBusiness – Collaborations, Commercial and License Agreements,” “Business—Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “ManagementExecutive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships and or Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax ConsequencesConsequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respectsare accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as requiredrequired by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to Our Business and Industry,” “Cash Distribution Policy Risk Factors—Risks Related to Our Relationship with Ocwen, Other Subservicers and Restrictions on DistributionsRelated Parties,” “Provisions Risk Factors—Risks Related to Government Regulation,” “Risk Factors—Risks Related to Taxation,” “Risk Factors—Risks Related to Our Ordinary Shares and this Offering,” “Use of Our Partnership Agreement Relating to Cash DistributionsProceeds,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesRelated Party Transactions,” “The Business—Regulation Description of the Industry and Our Operations as to Rates and Terms and Conditions of ServicePurchase Agreement,” “The Business—Environmental MattersDescription of Subservicing Agreement,” “The Business—Description of Servicing Advance Facility Agreements and the Advance Financing Facility,” “The Business—Description of Ocwen Professional Services Agreement,” “The Business—Description of Altisource Administrative Services Agreement,” “The Business—Regulation,” “The Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesShare Capital,” “Description of the Common UnitsShares Eligible for Future Sale,” “Our Partnership AgreementMaterial Cayman Islands and United States Federal Income Tax Considerations,” and “Material Federal Income Tax ConsequencesEnforceability of Civil Liabilities,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCompany’s memorandum or articles of association, the Amended and Restated General Partner Agreement any Subject Instrument or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct accurate in all material respects; all descriptions of any Company Documents in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Tax RisksRisks Related to Government Regulation of our Industry,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Related to Our Securities,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsCommon Stock,” “Description of the Securities We Are Offering” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, as amended, and the Company’s Transition Report on Form 10-K for the transition period from July 1, 2018 to December 31, 2018 under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksThe Partnership Agreement,” “Cash Distribution Policy Policy” and Restrictions “Material Federal Income Tax Considerations” and the information in the Partnership’s Annual Report on DistributionsForm 10-K for the fiscal year ended December 31, 2013 under the captions “Business-Interstate Pipeline Regulation-Gathering and Intrastate Pipeline Regulation,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsBusiness-Interstate Pipeline Regulation-Pipeline Safety,” “Business-Interstate Pipeline Regulation-Trucking Regulation,” “Business-Environmental, Health and Safety Risks,” “Risk Factors,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—-Our Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “-Description of the Common Units,Credit Facility” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the caption “Material U.S. Federal and Estate Income Tax Considerations for Non-U.S. Holders,” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 under the captions “Risk Factors—Tax RisksWe may be subject to fines and other penalties related to violations of FCC indecency rules and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our renewal applications with the FCC,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs,” “Provisions of Our Partnership Agreement Relating Risk Factors—The FCC’s multiple ownership rules limit our ability to Cash Distributionsoperate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets,” “ManagementRisk Factors—The FCC’s Discussion National Broadband Plan may result in a loss of spectrum for our stations potentially adversely impacting our ability to compete;” and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Federal Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceTelevision Broadcasting,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and the information in the Annual Report under the captions “Risk FactorsBusiness—Tax RisksGas Utility—Regulatory Matters,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsLegal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “BusinessCritical Accounting Estimates—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership AgreementRegulatory Accounting” and “Material Federal Income Tax Consequences,Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters” and in Item 13 thereof under the caption “Certain Relationship and Related Transactions, and Director Independence” (as such information has been modified, supplemented or superseded by information included in the Registration Statement under Items 14 General Disclosure Package and 15 the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of Part IIfiling of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementOrganizational Documents, the Amended and Restated General Partner Agreement Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, conclusions is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “"Risk Factors—Tax RisksFactors -- Risks Related To This Offering -- The large number of shares eligible for sale following this offering may depress the market price of our common stock,” “Cash Distribution Policy " "Risk Factors -- Risks Related To This Offering -- Anti-takeover provisions in our charter documents and Restrictions on DistributionsDelaware law may make an acquisition of us more difficult,” “Provisions of Our Partnership Agreement Relating to Cash Distributions" "Prior S Corporation Status,” “" "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations—Operations -- Liquidity and Capital Resources,” “Business—Regulation of the Industry " "Business -- Licensing," "Business -- Imports and Our Operations as to Rates Import Restrictions," "Business -- Government Regulation," "Business -- Litigation," "Management -- Limitation on Liability and Terms and Conditions of Service,” “Business—Environmental Indemnification Matters,” “Business—Legal Proceedings" "Management -- Employee Benefit Plans,” “Management" "Shares Eligible for Future Sale,” “Certain Relationships " "Description of Capital Stock," "Underwriting," and "Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, " in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company's certificate of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases leases, subleases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to Our Loan Portfolio—We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Related to Our Loan Portfolio—We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties,” “Provisions Risk Factors—Risks Related to Our Loan Portfolio—We may be required to repurchase or substitute mortgage loans or indemnify investors if we breach representations and warranties, which could harm our business, cash flow, results of Our Partnership Agreement Relating to Cash Distributionsoperations and financial condition,” “Management’s Discussion Risk Factors—Risks Related to Our Organization and Analysis Structure—Our certificate of Financial Condition incorporation provides that our directors who are affiliates of Snow Xxxxxx and Results XXXX may engage in similar activities and lines of Operations—Liquidity business as us, which may result in competition between us and Capital Resourcessuch stockholders or another portfolio company of such stockholders for certain corporate opportunities,” “BusinessRisk Factors—Regulation Risks Related to Our Organization and Structure—Some provisions of Delaware law and our organizational documents may deter third parties from acquiring us and may diminish the Industry and Our Operations as to Rates and Terms and Conditions value of Serviceour common stock,” “BusinessRisk Factors—Environmental MattersRisks Related to Our Organization and Structure—Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders,” “BusinessRisk Factors—Legal ProceedingsRisks Related to Our Organization and Structure—Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval,” “ManagementRisk Factors—Risks Related to Sources of Financing—We may be required to maintain certain levels of collateral or provide additional collateral under our warehouse facilities, which may restrict us from leveraging our assets as fully as desired or forcing us to sell assets under adverse market conditions, resulting in potentially lower returns,” “Risk Factors—Risks Related to Regulatory Matters—The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business,” “Risk Factors—Risks Related to Regulatory Matters—Maintenance of our Investment Company Act exclusion imposes limits on our operations, which may adversely affect our operations,” and “Description of Capital Stock,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material United States Federal Income and Estate Tax Consequences,Consequences to Non-U.S. Holders” and the information in the Registration Statement under Items 14 and 15 of Part IIItem 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or any bylaws or other instruments or agreementsagreements discussed therein, summaries of legal proceedingsproceedings discussed therein, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to our Organizational Structure,” “Cash Distribution Policy Risk Factors—Risks Related to our REIT Qualification and Restrictions on DistributionsCertain Other U.S. Federal Income Tax Items,” “Provisions Risk Factors—Risks Related to Our Company—Maintenance of Our Partnership Agreement Relating to Cash Distributionsour exclusion from regulation as an investment company under the Investment Company Act imposes significant limitations on our operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Existing Financing Arrangements,” “Business—Regulation Certain Provisions of the Industry Maryland Law and Our Operations as to Rates of our Charter and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “ManagementBylaws,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesStock,” “Description of the Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax ConsequencesConsiderations,” and the information in the Registration Statement under Items 14 and 15 of Part IIItem 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of either of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Transaction Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related To This Offering—The large number of shares eligible for sale following this offering may depress the market price of our common stock,” “Cash Distribution Policy Risk Factors—Risks Related To This Offering—Anti-takeover provisions in our charter documents and Restrictions on Distributions,” “Provisions Delaware law may make an acquisition of Our Partnership Agreement Relating to Cash Distributionsus more difficult,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceLicensing,” “Business—Environmental MattersImports and Import Restrictions,” “Business—Legal ProceedingsGovernment Regulation,” “Business—Litigation,” “Management—Limitation on Liability and Indemnification Matters,” “Certain Relationships Management—Employee Benefit Plans,” “Shares Eligible for Future Sale,” “Description of Capital Stock,” “Underwriting,” and “Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s certificate of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases leases, subleases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2017 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration StatementStatements, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration StatementStatements, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement Statements or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property and Patents and Proprietary Rights,” “Cash Distribution Policy and Restrictions Item 4. Information on Distributionsthe Company—B. Business Overview—Government Regulation,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “ManagementItem 10. Additional Information—B. Articles of Association,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described in all material respects and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks related to the discovery and development of our product candidates,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks related to commercialization of our product candidates,” “Provisions of Our Partnership Agreement Relating Risk Factors—Risks related to Cash Distributionsour business operations,” “Risk Factors—Risks related to our intellectual property,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceGovernment Regulation,” “Legal Proceedings,” “Business—Environmental MattersIntellectual Property,” “Business—Legal Proceedings,” “ManagementExecutive Compensation,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest Directors, Executive Officers and DutiesCorporate Governance,” and “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,Capital Stock” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Risks Related to Our Partnership Agreement Relating to Cash DistributionsOrganizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service-Intellectual Property,” “Business—Environmental MattersGovernment Regulation,” “Business—Legal Proceedings,”, “Organizational Structure,” “ManagementExecutive Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation—Equity Incentives and — Equity and Cash Incentives,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesCertain Indebtedness,” “Description of the Common UnitsCapital Stock,” “Our Partnership AgreementShares Eligible for Future Sale,” and “Material U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCarvana Parties’ charter, the Amended and Restated General Partner Agreement bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Business—Our Safety and Analysis of Financial Condition Environmental Programs and Results of Operations—Liquidity and Capital ResourcesProcedures,” “Business—Regulation of the Industry Laws and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersRegulations,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Our Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters summaries of lawstatutes, rules or regulations, summaries of legal mattersor governmental proceedings, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusionsthe terms of the contracts and other documents described and filed, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required that are required, under the 1933 Act and the 1933 Act Regulations, (i) to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or (ii) to be filed as exhibits to the Registration Statement Statement, which have not been so described and or filed as requiredrequired under the 1933 Act and the 1933 Act Regulations. To the CNX Parties’ knowledge, no other party to any such contract or other document has any intention not to render full performance as contemplated by the terms thereof.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our REIT Status and Certain Other Tax RisksItems,” “Cash Distribution Policy and Restrictions Risk Factors—Risks Related to Our Company—Maintenance of our exclusion from registration under the Investment Company Act imposes significant limits on Distributions,” “Provisions of Our Partnership Agreement Relating our operations. Your investment return may be reduced if we are required to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resourcesregister as an investment company under the Investment Company Act,” “Business—Regulation of the Industry Operating and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersRegulatory Structure,” “Business—Legal Proceedings,” “ManagementOur Manager and the Management Agreement—Management Agreement,” “ Our Manager and the Management Agreement—Relationship with SteepRock,” “Management—2016 Omnibus Incentive Plan,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and DutiesShares Eligible for Future Sale,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,Considerations” and the information in the Registration Statement under Items 14 33 and 15 of Part II34, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Tax RisksRisks Related to Government Regulation of our Industry,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Related to Our Securities,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsCommon Stock,” “Description of the Securities We Are Offering” and “Anti—Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, as amended, under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk FactorsMaterial United States Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 under the captions “Business—Tax RisksRegulatory Matters,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsLegal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “BusinessCritical Accounting Policies—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership AgreementRegulated Operations” and “Material Federal Income Tax Consequences,Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters” and the (as such information has been modified, supplemented or superseded by information included in the Registration Statement under Items 14 and 15 General Disclosure Package, the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of Part IIfiling of such Annual Report on Form 10-K), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCompany’s charter or bylaws, the Amended and Restated General Partner Agreement Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the captions “Risk FactorsDescription of Capital Stock—Tax RisksCommon Stock” and “Description of Capital Stock—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws,” the information in the Registration Statement under Item 15, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the captions “Business—Manufacturing and Supply,” “Cash Distribution Policy and Restrictions on DistributionsBusiness—Government Regulation,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsBusiness—Intellectual Property,” “Notes to Consolidated Financial Statements — 3. Strategic and License Agreements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respectsare accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as requiredrequired by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Debt and Capital ResourcesOther Obligations,” “Business—Intellectual Property,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersCompliance,” “Business—Legal Proceedings,” “ManagementExecutive and Director Compensation,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and DutiesShares Eligible for Future Sale,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,Consequences to Non-U.S. Holders” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; and all descriptions in the Registration Statement, the General Disclosure Package package and the Prospectus of any other QEP Company Documents (as defined below) are accurate in all material respects; and there . There are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents which are required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required. “Company Documents” means (i) all instruments, agreements and documents filed as exhibits to the Registration Statement pursuant to Rule 601(b)(10) of Regulation S-K of the Commission; provided that if any such instrument, agreement or other document has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Company Documents” shall nonetheless include such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof which shall have been so redacted, deleted or otherwise not filed, and (ii) all other contracts, debentures, mortgages, deeds of trust, loans or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.

Accuracy of Descriptions and Exhibits. The information included or incorporated in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to Our Loan Portfolio—We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Related to Our Loan Portfolio —We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties,” “Provisions Risk Factors—Risks Related to Our Loan Portfolio—We may be required to repurchase or substitute mortgage loans or indemnify investors if we breach representations and warranties, which could harm our business, cash flow, results of Our Partnership Agreement Relating to Cash Distributionsoperations and financial condition,” “Management’s Discussion Risk Factors—Risks Related to Our Organization and Analysis Structure—Our certificate of Financial Condition incorporation provides that our directors who are affiliates of Snow Xxxxxx and Results XXXX may engage in similar activities and lines of Operations—Liquidity business as us, which may result in competition between us and Capital Resourcessuch stockholders or another portfolio company of such stockholders for certain corporate opportunities,” “BusinessRisk Factors—Regulation Risks Related to Our Organization and Structure—Some provisions of Delaware law and our organizational documents may deter third parties from acquiring us and may diminish the Industry and Our Operations as to Rates and Terms and Conditions value of Serviceour common stock,” “BusinessRisk Factors—Environmental MattersRisks Related to Our Organization and Structure—Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders,” “BusinessRisk Factors—Legal ProceedingsRisks Related to Our Organization and Structure—Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval,” “ManagementRisk Factors—Risks Related to Our Organization and Structure—The terms of our outstanding Series A Convertible Preferred Stock and Warrants may adversely affect the rights of the holders of our common stock,” “Risk Factors—Risks Related to Sources of Financing—We may be required to maintain certain levels of collateral or provide additional collateral under our warehouse facilities, which may restrict us from leveraging our assets as fully as desired or forcing us to sell assets under adverse market conditions, resulting in potentially lower returns,” “Risk Factors—Risks Related to Regulatory Matters—The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business,” “Risk Factors—Risks Related to Regulatory Matters—Maintenance of our Investment Company Act exclusion imposes limits on our operations, which may adversely affect our operations,” and “Description of Capital Stock,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material United States Federal Income and Estate Tax Consequences,Consequences to Non-U.S. Holders” and the information in the Registration Statement under Items 14 and 15 of Part IIItem 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or any bylaws or other instruments or agreementsagreements discussed therein, summaries of legal proceedingsproceedings discussed therein, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceRegulation,” “Business—Environmental MattersDistributions,” “Business—Legal ProceedingsRelated Party Transactions, Certain Relationships and Conflicts of Interest,” “ManagementShares Eligible for Future Sale,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and DutiesManagement Agreements,” “Description of the Common UnitsCapital Stock,” “Our Partnership AgreementDividend Reinvestment Plan,” and “Material U.S. Federal Income Tax Consequences,Considerations” and the information in the Registration Statement under Items 14 and 15 of Part IIItem 30, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which that have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations – Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceDistribution,” “Business—Environmental MattersCollaborations, Commercial and License Agreements,” “Business—Intellectual Property,” “Business—Government Regulation,” “Business—Legal Proceedings,” “ManagementCompensation Discussion and Analysis—Discussion of Summary Compensation and Grants of Plan-Based Awards Tables—Employment and Release Agreements,” Compensation Discussion and Analysis—Discussion of Summary Compensation and Grants of Plan-Based Awards Tables—Employee Equity Incentive Plans,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax ConsequencesConsequences to Non-U.S. Holders of Our Common Stock,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respectsare accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as requiredrequired by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to Our Business and Industry,” “Cash Distribution Policy Risk Factors—Risks Related to Our Relationship with Ocwen, Other Subservicers and Restrictions on DistributionsRelated Parties,” “Provisions Risk Factors—Risks Related to Government Regulation,” “Risk Factors—Risks Related to Taxation,” “Risk Factors—Risks Related to Our Ordinary Shares and this Offering,” “The Concurrent Private Placement,” “Use of Our Partnership Agreement Relating to Cash DistributionsProceeds,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital ResourcesRelated Party Transactions,” “The Proposed Business—Regulation Description of the Industry and Our Operations as to Rates and Terms and Conditions of ServicePurchase Agreement,” “The Proposed Business—Environmental MattersDescription of Subservicing Agreement,” “The Proposed Business— Description of Servicing Advance Facility Agreements and Advance Financing Facility,” “The Proposed Business—Description of Ocwen Professional Services Agreement,” “The Proposed Business—Description of Altisource Administrative Services Agreement,” “The Proposed Business—Regulation,” “The Proposed Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesShare Capital,” “Description of the Common UnitsShares Eligible for Future Sale,” “Our Partnership AgreementMaterial Cayman Islands and United States Federal Income Tax Considerations,” and “Material Federal Income Tax ConsequencesEnforceability of Civil Liabilities,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCompany’s memorandum or articles of association, the Amended and Restated General Partner Agreement any Subject Instrument or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct accurate in all material respects; all descriptions of any Company Documents in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2020 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—A. Financial Statements and Other Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks related to the discovery and development of our product candidates,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks related to commercialization of our product candidates,” “Provisions of Our Partnership Agreement Relating Risk Factors—Risks related to Cash Distributionsour business operations,” “Risk Factors—Risks related to our intellectual property,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceGovernmental Regulation,” “Business—Environmental MattersLitigation,” “Business—Intellectual Property,” “Legal Proceedings,” “ManagementExecutive Compensation,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest Directors, Executive Officers and Duties,Corporate Governance” and “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,Capital Stock” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in in, or incorporated by reference in, the Pre-Pricing Prospectus and the Prospectus under the captions “Item 1A Risk Factors—Tax Risks,Risks Related to Our Business and Industry” from the Company’s Annual Report on Form 10-K, filed with the Commission on February 7, 2013 (the “Cash Distribution Policy Form 10-K”), “Item 1A Risk Factors—Risks Related to Taxation” from the Form 10-K, “Business Relationships and Restrictions Related Transactions” from the Company’s Proxy Statement on Distributions,” Schedule 14A, filed with the Commission on April 10, 2013 (the “Provisions of Our Partnership Agreement Relating to Cash Distributions,” Proxy Statement”), “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Contractual Obligations, Off-Balance Sheet Arrangements and Capital ResourcesOther Matters—Related Parties” from the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 18, 2013 (the “Q1 2013 10-Q”), “Item 1. Business—Description of Purchase Agreement” from the Form 10-K, “Item 1. Business—Description of Subservicing Agreement” from the Form 10-K, “Item 1. Business—Description of Servicing Advance Facility Agreements and the Advance Financing Facility” from the Form 10-K, “Item 1. Business—Description of Ocwen Professional Services Agreement” from the Form 10-K, “Item 1. Business—Description of Altisource Administrative Services Agreement” from the Form 10-K, “Item 1. Business—Regulation” from the Form 10-K, “Item 3: Legal Proceedings” from the Form 10-K, “Item 1. Legal Proceedings” from the Q1 2013 10-Q, “Description of Share Capital,” “Business—Regulation of the Industry Risk Factors – Risks Related to Our Ordinary Shares and Our Operations as to Rates and Terms and Conditions of Servicethis Offering,” “Business—Environmental MattersUse of Proceeds,” “Business—Legal ProceedingsDividend Policy,” “ManagementMaterial Cayman Islands and United States Federal Income Tax Considerations,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesEnforceability of Civil Liabilities,” and the information in the Registration Statement under Items 14 Item 15 and 15 in the Q1 2013 10-Q under the caption “Part II – Other Information—Item 2. Unregistered Sales of Part II, Equity Securities and Use of Proceeds,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCompany’s memorandum or articles of association, the Amended and Restated General Partner Agreement any Subject Instrument or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct accurate in all material respects; all descriptions of any Company Documents in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to our Business—As a television broadcaster, we are highly regulated, and continuation of our operations requires that we retain or renew a variety of government approvals and comply with changing federal regulations,” “Cash Distribution Policy Risk Factors—Risks Related to our Business—The FCC is considering possible mechanisms for spectrum reallocation that could affect the spectrum for our stations and Restrictions on Distributionsadversely impact our ability to compete,” “Provisions Risk Factors—Risks Related to our Business—Changes in FCC ownership rules through FCC action, judicial review or federal legislation may limit our ability to continue providing services to stations under sharing arrangements (such as local marketing agreements, joint sale agreements, shared services agreements and other similar agreements), may prevent us from obtaining ownership of Our Partnership Agreement Relating the stations we currently provide services to Cash Distributions,” “Management’s Discussion and Analysis under sharing arrangements, may require us to amend or terminate certain agreements and/or may preclude us from obtaining the full economic value of Financial Condition and Results one or more of Operations—Liquidity and Capital Resourcesour duopoly, or two-station, operations upon a sale, merger or other similar transaction transferring ownership of such station or stations,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceBroadcast Regulation,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders of Voting Common Stock” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,Our Capital Stock” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to our Organizational Structure,” “Cash Distribution Policy Risk Factors—Risks Related to our REIT Qualification and Restrictions on DistributionsCertain Other U.S. Federal Income Tax Items,” “Provisions Risk Factors—Risks Related to Our Company—Maintenance of Our Partnership Agreement Relating to Cash Distributionsour exclusion from regulation as an investment company under the Investment Company Act imposes significant limitations on our operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Existing Financing Arrangements,” “Business—Regulation of the Industry Operating and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersRegulatory Structure,” “Business—Legal Proceedings,” “ManagementManagement—2021 Equity Incentive Plan,” “Our Manager and the Management Agreement—The Management Agreement,” “Our Manager and the Management Agreement—SEC Order,” “Certain Provisions of Maryland Law and of our Charter and Bylaws,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesStock,” “Description of the Common UnitsShares Eligible for Future Sale,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax ConsequencesConsiderations,” and the information in the Registration Statement under Items 14 33 and 15 of Part II34, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of either of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Transaction Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Risks Related to Our Partnership Agreement Relating to Cash DistributionsOrganizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service-Intellectual Property,” “BusinessBusiness —Environmental MattersGovernment Regulation,” “Business—Legal Proceedings,”, “Organizational Structure,” “ManagementExecutive Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation—Equity Incentives and — Equity and Cash Incentives,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesCertain Indebtedness,” “Description of the Common UnitsCapital Stock,” “Our Partnership AgreementShares Eligible for Future Sale,” and “Material U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCarvana Parties’ charter, the Amended and Restated General Partner Agreement bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required. Each of the Consents and Waivers, the Tax Receivable Agreements, the Exchange Agreement, the Registration Rights Agreement, the Carvana Group, LLC Amendment, the Amendment and Restatement and this Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Tax RisksRisks Related to Government Regulation of our Industry,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Related to Our Securities,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsCommon Stock,” “Description of the Securities We Are Offering” and “Anti—Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, as amended, under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2016 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “"Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “" "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations—Operations - Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service" "Business - Intellectual Property,” “Business—Environmental Matters,” “Business—" "Business - Legal Proceedings,” “Management" "Business - Government Regulation,” “" "Management - Employment Agreements and Change in Control Arrangements," "Management - 2004 Equity Incentive Plan," Management - 2004 Non-Employee Director Stock Incentive Plan," "Management - Other Equity Compensation Plans," "Management - 401(k) Savings Plan," "Management - Indemnification of Directors and Executive Officers and Limitation of Liability," "Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “" "Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “" "Material U.S. Federal Income Tax ConsequencesConsequences to Non-U.S. Holders,” and the information in the Registration Statement under Items 14 and 15 of Part II, " "Shares Eligible for Future Sale," in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company's charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly present in all material respects, the matters referred to therein; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksDescription of Capital Stock,” “Cash Distribution Policy Description of Class A Common Stock” and Restrictions “Certain U.S. Federal Income and Estate Tax Considerations For Non-U.S. Holders of Securities” and the information in the Company’s Annual Report on DistributionsForm 10-K for the fiscal year ended December 31, 2019 under the captions “Business—Regulation of Our Advertising Business,” “Provisions Business—Regulation of Our Partnership Agreement Relating to Cash DistributionsInsurance Business,” “Business—Regulation of our Broadband Business,” “Risk Factors--Risks Related to the Company and Our Business--Governmental regulations could adversely affect our business, financial condition, results of operations and prospects, and we may not be successful in maintaining authority to issue surety insurance through UCS,” “Risk Factors--Risks Related to the Company and Our Business--We are subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksThe Partnership Agreement,” “Cash Distribution Policy and Restrictions on DistributionsPolicy,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsMaterial Income Tax Considerations” and “Material Federal Income Tax Consequences” and the information in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 under the captions “Business-Pipeline Regulation-Gathering and Intrastate Pipeline Regulation,” “Business-Pipeline Regulation-Pipeline Safety,” “Business-Pipeline Regulation-Trucking Regulation,” “Business-Environmental, Health and Safety Risks,” “Risk Factors,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—-Our Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “-Description of the Common Units,Credit Facility” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and in the Prospectus under the captions “Risk Factors—Tax RisksThere is uncertainty as to the coverage that may be available and the reimbursement rates that may be established for our product candidates. Any failure to obtain third-party coverage or an adequate level of reimbursement for our product candidates will likely have a material adverse effect on our business,” “Cash Distribution Policy Risk Factors—The patent covering the chemical composition of talaporfin sodium has expired in the United States and Restrictions most foreign countries and we will therefore have to seek to protect our product candidates through a combination of patents on Distributionsother aspects of our technology, trade secrets and through non-patent methods, which may not prove effective,” “Provisions Risk Factors—Light Sciences Corporation has licensed to us all of Our Partnership Agreement Relating the patents and most of the patent applications and other intellectual property that are critical to Cash Distributionsour business. Any events or circumstances that result in the termination or limitation of our rights under any of the agreements between us and Light Sciences Corporation, or under Light Sciences Corporation’s license to use talaporfin sodium, could have a material adverse effect on our business,” “Management’s Discussion Risk Factors – Following this offering, a substantial number of our shares of common stock will become available for sale in the public market, which may cause the market price of our stock to decline,” “Risk Factors—Antitakeover provisions of Washington law, our articles of incorporation and Analysis our bylaws may prevent or delay an acquisition of Financial Condition and Results of Operations—Liquidity and Capital Resourcesus that shareholders may consider favorable or may prevent or delay attempts to replace or remove our management that could be beneficial to our shareholders,” “Business—Regulation of the Industry Patents and Our Operations as to Rates and Terms and Conditions of ServiceProprietary Rights,” “Business—Environmental MattersTechnology In-Licenses and Other Agreements,” “Business—Legal Proceedings,” “Management—Board Committees and Corporate Governance,” “Management—Employment Agreements, Termination of Employment and Change-in-Control Arrangements,” “Management—Incentive Plans,” “Management—Limitations on Liability and Indemnification,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesCapital Stock,” “Description of the Common UnitsShares Eligible for Future Sale,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,Considerations for Non-U.S. Holders” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCompany’s charter or bylaws, the Amended and Restated General Partner Agreement any Company Documents or any other documents, instruments or agreements, agreements referred to therein or summaries of legal proceedings, or legal conclusionsproceedings referred to therein, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instrumentsdocuments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Debt and Capital ResourcesOther Obligations” and “Legal Proceedings,” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2016; “Business—Intellectual Property” and “Business—Regulation and Compliance” and the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2015; “Executive and Director Compensation” and “Related Person Transactions” in the Company’s definitive proxy statement relating to the Company’s 2016 annual meeting of stockholders, filed with the Industry Commission on April 20, 2016; and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,Consequences to Non-U.S. Holders” in the preliminary prospectus and the Prospectus, and the information in the Registration Statement under Items 14 and 15 of Part IIItem 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; and all descriptions in the Registration Statement, the General Disclosure Package package and the Prospectus of any other QEP Company Documents (as defined below) are accurate in all material respects; and there . There are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents which are required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus Prospectus, incorporated therein by reference or to be filed as exhibits to the Registration Statement which have not been so described and described, incorporated or filed as required. “Company Documents” means (i) all instruments, agreements and documents incorporated by reference into the Registration Statement and filed by the Company pursuant to Rule 601(b)(10) of Regulation S-K of the Commission; provided that if any such instrument, agreement or other document has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Company Documents” shall nonetheless include such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof which shall have been so redacted, deleted or otherwise not filed, and (ii) all other contracts, debentures, mortgages, deeds of trust, loans or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—A. Financial Statements and Other Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—X. Xxxxxxxxxx and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) provided by the Aegis and completed by each of the Company’s directors, officers and beneficial holders of 5% or more of the Company’s ordinary shares immediately prior to the offering other than Cosmo Pharmaceuticals N.V. (“Cosmo”) as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the Registration Statement, the General Disclosure Package or the Prospectus, provided to Aegis is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become inaccurate and incorrect in any material respect.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksWe may be subject to fines and other penalties related to violations of FCC indecency rules and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our renewal applications with the FCC,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs,” “Provisions of Our Partnership Agreement Relating Risk Factors—The FCC’s multiple ownership rules limit our ability to Cash Distributions,” “Management’s Discussion operate multiple television stations in some markets and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreementcertain television markets” and “Material Risk Factors—The FCC’s National Broadband Plan may result in a loss of spectrum for our stations potentially adversely impacting our ability to compete;” and “U.S. Federal Income Tax Consequences,Considerations” and the information in the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under Items 14 and 15 the captions “Business—Federal Regulation of Part II, Television Broadcasting,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks-Risks Relating to Our Common Stock and this Offering,” “Cash Distribution Policy and Restrictions on DistributionsDescription of Equity Securities,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsSummary-Recent Developments,” “Compensation Discussion and Analysis,” “Election of Directors-Certain Related Party Transactions,” the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013 under the captions “Business-Environmental,” “Business--Trademarks,” “Risk Factors,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—-Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014 under Items 14 the captions “Legal Proceeding” and 15 of Part II, “Risk Factors,” in each case solely to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and the information in the Annual Report under the captions “Risk FactorsBusiness—Tax RisksGas Utility—Regulatory Matters,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsLegal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Critical Accounting Estimates—Regulatory Accounting” and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters” and in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions,, and Director Independence” “Conflicts (as such information has been modified, supplemented or superseded by information included in the General Disclosure Package and the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of Interest and Duties,” “Description filing of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part IIAnnual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementOrganizational Documents, the Amended and Restated General Partner Agreement Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, conclusions is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to Our Intellectual Property,” “Cash Distribution Policy Risk Factors—Risks Related To Industry Regulation and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsOther Legal Compliance Matters,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersHealthcare Regulatory Environment,” “Business—Legal Proceedings,” “ManagementBusiness—Intellectual Property,” “Certain Relationships and Related Party TransactionsExecutive Compensation – Narrative to Summary Compensation Table”, “Executive Compensation – 2014 Equity Compensation Plan,” “Conflicts of Interest and DutiesExecutive Compensation – 2016 Equity Compensation Plan,” “Transactions With Related Persons,” “Shares Eligible for Future Sale,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,” Consequences to Non U.S. Holders of Common Stock”, and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement Statement, in each case, by the 1933 Act or the 1933 Act Regulations, which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and the information in the Annual Report under the captions “Risk FactorsBusiness—Tax RisksGas Utility—Regulatory Matters,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsLegal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “BusinessCritical Accounting Estimates—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership AgreementRegulatory Accounting” and “Material Federal Income Tax Consequences,Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters” and in Item 13 thereof under the caption “Certain Relationship and Related Transactions, and Director Independence” (as such information has been modified, supplemented or superseded by information included in the Registration Statement under Items 14 General Disclosure Package and 15 the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of Part IIfiling of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementOrganizational Documents, the Amended and Restated General Partner Agreement Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Risk Factors—Tax Business Risks,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Relating to Manufacturing Activities,” “Provisions Risk Factors—Risks Relating to Regulation of Our Partnership Agreement Relating to Cash DistributionsIndustry,” “Management’s Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors—Liquidity and Capital ResourcesRisks Relating to Competitive Factors,” “Risk Factors—Risks Relating to Our Arrangements with Third Parties,” “Risk Factors—Risks Relating to Protecting Our Intellectual Property,” “Risk Factors—Risks Relating to Our Exposure to Litigation,” “Risk Factors—Offering Risks,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceIntellectual Property,” “Business—Environmental MattersLicensing Agreements,” “Business—Legal ProceedingsGovernmental Regulation,” “ManagementExecutive and Director Compensation—Employee Benefit Plans,” “Executive and Director Compensation—Indebtedness of Management and Related Agreements,” “Executive and Director Compensation—Limitation of Liabilities and Indemnification,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesCapital Stock,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Certain U.S. Federal Income and Estate Tax ConsequencesConsequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Packages and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and in the Prospectus under the captions “"Risk Factors—Tax Risks--There is uncertainty as to the coverage that may be available and the reimbursement rates that may be established for our product candidates. Any failure to obtain third-party coverage or an adequate level of reimbursement for our product candidates will likely have a material adverse effect on our business,” “Cash Distribution Policy " "Risk Factors--The patent covering the chemical composition of talaporfin sodium has expired in the United States and Restrictions most foreign countries and we will therefore have to seek to protect our product candidates through a combination of patents on Distributionsother aspects of our technology, trade secrets and through non-patent methods, which may not prove effective,” “Provisions of Our Partnership Agreement Relating " "Risk Factors--Light Sciences Corporation has licensed to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation us all of the Industry patents and Our Operations as most of the patent applications and other intellectual property that are critical to Rates our business. Any events or circumstances that result in the termination or limitation of our rights under any of the agreements between us and Terms Light Sciences Corporation, or under Light Sciences Corporation's license to use talaporfin sodium, could have a material adverse effect on our business," "Risk Factors - Following this offering, a substantial number of our shares of common stock will become available for sale in the public market, which may cause the market price of our stock to decline," "Risk Factors--Antitakeover provisions of Washington law, our articles of incorporation and Conditions our bylaws may prevent or delay an acquisition of Serviceus that shareholders may consider favorable or may prevent or delay attempts to replace or remove our management that could be beneficial to our shareholders,” “" "Business—Environmental Matters--Patents and Proprietary Rights,” “" "Business—--Technology In-Licenses and Other Agreements," "Business--Legal Proceedings,” “" "Management--Board Committees and Corporate Governance,” “" "Management--Employment Agreements, Termination of Employment and Change-in-Control Arrangements," "Management--Incentive Plans," "Management--Limitations on Liability and Indemnification," "Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “" "Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” " "Shares Eligible for Future Sale," and “Material "U.S. Federal Income Tax Consequences,” Considerations for Non-U.S. Holders" and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCompany's charter or bylaws, the Amended and Restated General Partner Agreement any Company Documents or any other documents, instruments or agreements, agreements referred to therein or summaries of legal proceedings, or legal conclusionsproceedings referred to therein, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instrumentsdocuments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information incorporated by reference in the Pre-Pricing Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 under the captions “Item 1A. Risk Factors—Risks Related to the Company’s Business—As a television broadcaster, the Company is highly regulated, and continuation of its operations requires that it retain or renew a variety of government approvals and comply with changing federal regulations,” “—The FCC is considering possible mechanisms for spectrum reallocation that could affect the spectrum for the Company’s stations and adversely impact the Company’s ability to compete,” “—Changes in FCC ownership rules through FCC action, judicial review or federal legislation may limit the Company’s ability to continue providing services to stations under sharing arrangements (such as LMAs, JSAs, SSAs and other similar agreements), may require the Company to amend or terminate certain agreements and/or may preclude the Company from obtaining the full economic value of one or more of its station combinations in a DMA upon a sale, merger or other similar transaction transferring ownership of such station or stations,” “Item 1. Business—Broadcast Regulation,” and the information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Material U.S. Federal Income and Estate Tax Risks,Considerations for Non-U.S. Holders of Voting Common Stock” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,Our Capital Stock” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our REIT Status and Certain Other Tax RisksItems,” “Cash Distribution Policy and Restrictions Risk Factors—Risks Related to Our Company—Maintenance of our exclusion from registration under the Investment Company Act imposes significant limits on Distributions,” “Provisions of Our Partnership Agreement Relating our operations. Your investment return may be reduced if we are required to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resourcesregister as an investment company under the Investment Company Act,” “Business—Regulation of the Industry Operating and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersRegulatory Structure,” “Business—Legal Proceedings,” “ManagementOur Manager and the Management Agreement—Management Agreement,” “Our Manager and the Management Agreement—Relationship with SteepRock,” “Management—2016 Omnibus Incentive Plan,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and DutiesShares Eligible for Future Sale,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,Considerations” and the information in the Registration Statement under Items 14 33 and 15 of Part II34, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions Australian takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of Our Partnership Agreement Relating to Cash Distributionsa significant portion of our ordinary shares or ADSs,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry Oil and Our Operations as to Rates and Terms and Conditions of ServiceNatural Gas Industry,” “Business—Environmental MattersEnvironmental, Health and Safety Regulation,” “Business—Legal Proceedings,” “Management—Remuneration,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesShare Capital,” “Description of the Common UnitsAmerican Depositary Shares,” “Our Partnership AgreementShares Eligible for Future Sale,” “Taxation,” the fifth through eighth paragraphs of “Underwriting” and “Material Federal Income Tax ConsequencesEnforceability of Civil Liabilities,” and the information in the Registration Statement under Items 14 6 and 15 of Part II7, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary”, “Use of Proceeds”, “Common Stock Price Range and Dividend Policy”, “Material United States Federal Income Tax Consequences to Non-United States Holders”, “Underwriting”, “The Company” and “Description of Our Capital Stock” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the captions “Business—Connecticut Water’s Operations”, “Risk Factors—Tax Risks,” Because we incur significant capital expenditures annually, we depend on the rates we charge our customers, which are subject to regulation”, “Cash Distribution Policy Risk Factors—Our inability to comply with debt covenants under our credit facilities could result in prepayment obligations”, “Risk Factors—Our operating costs could be significantly increased because of state and Restrictions on Distributions,” federal environmental and health and safety laws and regulations”, “Provisions of Our Partnership Agreement Relating Risk Factors—New Streamflow Regulations could potentially impact our ability to Cash Distributions,” serve our customers”, “Legal Proceedings”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Regulatory Matters and Inflation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s certificate of incorporation or by-laws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to our Organizational Structure,” “Cash Distribution Policy Risk Factors—Risks Related to our REIT Qualification and Restrictions on DistributionsCertain Other U.S. Federal Income Tax Items,” “Provisions Risk Factors—Risks Related to Our Company—Maintenance of Our Partnership Agreement Relating to Cash Distributionsour exclusion from regulation as an investment company under the Investment Company Act imposes significant limitations on our operations,” “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Existing Financing Arrangements,” “Business—Regulation of the Industry Operating and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental MattersRegulatory Structure,” “Business—Legal Proceedings,” “ManagementManagement—2021 Equity Incentive Plan,” “Our Manager and the Management Agreement—The Management Agreement,” “Our Manager and the Management Agreement—SEC Order,” “Certain Provisions of Maryland Law and of our Charter and Bylaws,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesStock,” “Description of the Common UnitsShares Eligible for Future Sale,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax ConsequencesConsiderations,” and the information in the Registration Statement under Items 14 33 and 15 of Part II34, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of either of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Transaction Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and “Material Tax Considerations,” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2017 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Registration Statement, Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks Related to Our Intellectual Property,” “Cash Distribution Policy Risk Factors—Risks Related To Industry Regulation and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsOther Legal Compliance Matters,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceHealthcare Regulatory Environment,” “Legal Proceedings,” “Business—Environmental MattersIntellectual Property,” “Business—Legal ProceedingsExecutive Compensation — Narrative to Summary Compensation Table”, “Executive Compensation — 2016 Equity Compensation Plan,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,” Consequences to Non U.S. Holders of Common Stock”, and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement Statement, in each case, by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions caption “Risk Factors—Tax Risks-Risks Related to Our Common Stock and this Offering,” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 under the captions “Business-Industry Trends,” “Cash Distribution Policy and Restrictions on DistributionsBusiness-Effect of Changing Prices,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsBusiness-Payor Sources,” “Business-Reimbursement for Specific Services,” “Business-Government Regulation,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—-Liquidity and Capital Resources,” “Business—Regulation Executive Compensation-Principal Economic Elements of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceExecutive Compensation,” “Business—Environmental MattersExecutive Compensation-Principal Elements of Director Compensation,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership AgreementExecutive Compensation-Equity Compensation Plan Information” and “Material Federal Income Tax ConsequencesRisk Factors-Risks Related to Our Business and Industry,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Risks Related to Our Partnership Agreement Relating to Cash DistributionsOrganizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service-Intellectual Property,” “Business—Environmental MattersGovernment Regulation,” “Business—Legal Proceedings,”, “Organizational Structure,” “ManagementExecutive Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation—Equity Incentives and —Equity and Cash Incentives,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesCertain Indebtedness,” “Description of the Common UnitsCapital Stock,” “Our Partnership AgreementShares Eligible for Future Sale,” and “Material U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCarvana Parties’ charter, the Amended and Restated General Partner Agreement bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership AgreementWarrants We are Offering” and “Material Federal Income Tax ConsequencesConsiderations,” and the information in the Registration Statement Company’s annual report on Form 20-F for the fiscal year ended December 31, 2015 under Items 14 the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and 15 Funding,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources,” Item “6. Directors, Senior Management and Employees—B. Compensation,” Item “6. Directors, Senior Management and Employees—C. Board Practices,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Part II, Association—Description of Securities—Ordinary Shares,” and “Item 10. Additional Information—E. Taxation,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Stock,” “Description of Class A Common Stock” and “Certain U.S. Federal Income and Estate Tax Considerations For Non-U.S. Holders of Securities” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the captions “Business-Regulation of Our Advertising Business,” “Business—Regulation of Our Insurance Business,” “Business—Regulation of our Broadband Business,” “Risk Factors—Tax RisksRisks Related to the Company and Our Business—Governmental regulations could adversely affect our business, financial condition, results of operations and prospects, and we may not be successful in maintaining authority to issue surety insurance through UCS,” “Cash Distribution Policy Risk Factors—Risks Related to the Company and Restrictions on DistributionsOur Business—We are subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors” and the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” “BusinessItem 6. Directors, Senior Management and Employees—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceB. Compensation,” “BusinessItem 6. Directors, Senior Management and Employees—Environmental MattersC. Board Practices,” “BusinessItem 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “ManagementItem 10. Additional Information—B. Articles of Association,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “"Risk Factors—Tax Risks--Risks Relating to Our Business,” “Cash Distribution Policy " "Risk Factors--Risks Relating to the Offering and Restrictions on Distributions,” “Provisions Ownership of Our Partnership Agreement Relating to Cash DistributionsCommon Stock,” “" "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations—--Liquidity and Capital Resources--Credit Facilities,” “" "Management's Discussion and Analysis of Financial Condition and Results of Operations--Quantitative and Qualitative Disclosures about Market Risk," "Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service--Intellectual Property,” “" "Business—Environmental Matters,” “Business—--Legal Proceedings,” “" "Management,” “" "Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “" "Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “" "Shares Eligible For Future Sale," "Material United States Federal Income Tax ConsequencesConsiderations,” " "Underwriting" and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company's charter or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Packages and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Tax RisksRisks Related to Government Regulation of our Industry,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks Related to Our Securities,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsCommon Stock,” “Description of the Securities We Are Offering” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results Business—Regulation of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry Environmental and Our Operations as to Rates Occupational Safety and Terms and Conditions of Service,” “Business—Environmental Health Matters,” “Business—Legal Proceedings,” “ManagementDirectors, Executive Officers and Corporate Governance,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest Transactions and DutiesDirector Independence,” “Description of the Our Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters summaries of lawstatutes, rules or regulations, summaries of legal mattersor governmental proceedings, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusionsthe terms of the contracts and other documents described and filed, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required that are required, under the Securities Act and the Securities Act Regulations, (i) to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Disclosure Package or the Prospectus or (ii) to be filed as exhibits to the Registration Statement Statement, which have not been so described and or filed as requiredrequired under the Securities Act and the Securities Act Regulations. To the Partnership Entities’ knowledge, no other party to any such contract or other document has any intention not to render full performance as contemplated by the terms thereof.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors,” and “Material Tax Considerations” and the information in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Governmental Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” Item “Business6. Directors, Senior Management and Employees—Regulation of the Industry B. Compensation,” Item “6. Directors, Senior Management and Our Operations as to Rates and Terms and Conditions of ServiceEmployees—C. Board Practices,” “BusinessItem 7. Major Shareholders—Environmental MattersB. Related Party Transactions,” “BusinessItem 8. Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksRisks related to the discovery and development of our product candidates,” “Cash Distribution Policy and Restrictions on DistributionsRisk Factors—Risks related to commercialization of our product candidates,” “Provisions of Our Partnership Agreement Relating Risk Factors—Risks related to Cash Distributionsour business operations,” “Risk Factors—Risks related to our intellectual property,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of ServiceGovernment Regulation,” “Legal Proceedings,” “Business—Environmental MattersIntellectual Property,” “Business—Legal Proceedings,” “ManagementExecutive Compensation,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest Directors, Executive Officers and DutiesCorporate Governance,” “Description of the Common UnitsCapital Stock,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,Description of Securities we are Offering” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Risks Related to Our Partnership Agreement Relating to Cash DistributionsOrganizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service-Intellectual Property,” “Business—Environmental MattersGovernment Regulation,” “Business—Legal Proceedings,”, “Organizational Structure,” “ManagementExecutive Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation—Equity Incentives and —Equity and Cash Incentives,” “Certain Relationships and Related Party Transactions,” “Conflicts Description of Interest and DutiesCertain Indebtedness,” “Description of the Common UnitsCapital Stock,” “Our Partnership AgreementShares Eligible for Future Sale,” and “Material U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Registration Statement under Items 14 and 15 of Part II15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership AgreementCarvana Parties’ charter, the Amended and Restated General Partner Agreement bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required. Each of the Consents and Waivers, the Tax Receivable Agreements, the Exchange Agreement, the Registration Rights Agreement, the Carvana Group, LLC Amendment, the Amendment and Restatement and this Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax RisksAbout Immunomedics, Inc. — Governmental Regulation,” “Cash Distribution Policy About Immunomedics, Inc. — Patents and Restrictions on DistributionsProprietary Rights,” “Provisions of Our Partnership Agreement Relating to Cash DistributionsAbout Immunomedics, Inc. — Legal Proceedings,” “Risk Factors — Risks Related to Government Regulation of our Industry,” “Risk Factors — Risks Related to Our Securities,” “Common Stock” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, as amended, under the captions “Business — Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations — Liquidity and Capital Resources,” “Business—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business—Environmental Matters,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions “Risk Factors,” and “Material Tax Considerations” and the information in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014 under the captions “Item 4. Information on the Company—Tax RisksB. Business Overview—Intellectual Property,” “Cash Distribution Policy Item 4. Information on the Company—B. Business Overview—Government Regulations and Restrictions on DistributionsFunding,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion Item 5. Operating and Analysis of Financial Condition Review and Results of OperationsProspects—B. Liquidity and Capital Resources,” Item “Business6. Directors, Senior Management and Employees—Regulation of the Industry B. Compensation,” Item “6. Directors, Senior Management and Our Operations as to Rates and Terms and Conditions of ServiceEmployees—C. Board Practices,” “BusinessItem 7. Major Shareholders and Related party Transactions—Environmental MattersB. Related Party Transactions,” “BusinessItem 8. Financial Information—Legal Proceedings,” “Management,” “Certain Relationships Item 10. Additional Information—B. Memorandum and Related Party Transactions,” “Conflicts Articles of Interest and Duties,” “Association—Description of the Common UnitsSecurities—Ordinary Shares,” “Our Partnership Agreement” and “Material Federal Income Tax ConsequencesItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other QEP Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.