Common use of Certain Agreements of the Company and the Selling Securityholders Clause in Contracts

Certain Agreements of the Company and the Selling Securityholders. The Company agrees with the Underwriter and the Selling Securityholders that it will furnish to counsel for the Underwriter three copies of the signed registration statement relating to the Offered Securities, including all exhibits, in the form it became effective and of all amendments thereto and the Company and the Selling Securityholders, as applicable, agree that, in connection with the offering of the Offered Securities: (a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the second business day following the execution and delivery of this Agreement. The Company will advise the Underwriter promptly of such filing. (b) The Company will advise the Underwriter promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Underwriter promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by the Underwriter or any dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company promptly will notify the Underwriter of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s consent to, nor the Underwriter’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) As soon as practicable, but not later than the Availability Date (as defined herein), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, “Availability Date” means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such effective date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter.

Certain Agreements of the Company and the Selling Securityholders. The Company agrees with the Underwriter several Underwriters and the Selling Securityholders that it will furnish to counsel for the Underwriter three copies Underwriters one signed copy of the signed registration statement relating to the Offered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Offered Securities, the Company and the Selling Securityholders, as applicable, agree that, in connection with the offering of the Offered Securitiesseveral Underwriters: (a) The Company has filed or will file each Statutory Prospectus (including the Prospectus Prospectus) with the Commission pursuant to and in accordance with Rule 424(b424(b)(1) (or, if applicable and if consented to by the Representatives, subparagraph (4)) not later than the second business day following the execution and delivery earlier of the date it is first used or the date of this Agreement. The Company has complied and will advise the Underwriter promptly of such filingcomply with Rule 433. (b) The Company will advise the Underwriter Representatives promptly of any proposal to amend or supplement the Registration Statement or the any Statutory Prospectus and will afford the Underwriter Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Underwriter Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by the any Underwriter or any dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company promptly will notify the Underwriter Representatives of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriter’s Representatives’ consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 7 hereof. (d) As soon as practicable, but not later than 16 months, after the Availability Date (as defined herein)date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy satisfying the provisions of Section 11(a) of the Act. For . (e) The Company will furnish to the purpose Representatives copies of the preceding sentenceRegistration Statement, “Availability Date” means including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the 45th day after Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the end Representatives reasonably request. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the fourth fiscal quarter following Offered Securities for sale under the fiscal quarter that includes laws of such effective datejurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution. (g) The Company will pay all expenses incident to the performance of its respective obligations under this Agreement, except thatfor any filing fees and other expenses (including fees and disbursements of counsel for itself and reasonable fees and disbursements of one counsel for the Selling Securityholders) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, if such fourth fiscal quarter is for any applicable filing fee incident to, the last quarter review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any travel expenses of the Company’s fiscal yearofficers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, for expenses incurred in preparing, printing and distributing each Statutory Prospectus to the Underwriters and for expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors and prospective investors. The Selling Securityholders shall pay any transfer taxes on the sale by the Selling Securityholders of the Offered Securities to the Underwriters. (h) For the period specified below (the “Availability Date” means Lock-Up Period”), the 90th day Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to the registration of, any additional shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such aforementioned transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”), except issuances by the Company of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date of this Agreement, grants by the Company of employee stock options or other equity-based compensation pursuant to the terms of a plan in effect on the date of this Agreement, issuances by the Company of Common Stock pursuant to the exercise of such options or issuances of Common Stock pursuant to the Company’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and will continue and include the date 90 days after the end date hereof or such earlier date that Credit Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse waives, in writing, such extension. The Company will provide the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. (i) Each Selling Securityholder agrees that the Offered Securities are subject to the interests of the Underwriters under this Agreement, that the arrangements made by the Selling Securityholders in connection with this Agreement and the Powers of Attorney are to that extent irrevocable, and that the obligations of the Selling Securityholders under this Agreement and the Powers of Attorney shall not be terminated by operation of law, whether by the death of any individual Selling Securityholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such fourth fiscal quartertrust. If any individual Selling Securityholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities under this Agreement, the Offered Securities shall be delivered in accordance with the terms and conditions of this Agreement and the Powers of Attorney as if such death or other event or termination had not occurred, regardless of whether or not the Attorneys-in-Fact shall have received notice of such death or other event or termination. (j) Each Selling Securityholder authorizes the Representatives to send a United States Treasury Department Form 1099 to such Selling Securitytholder at the address provided in Section 11 hereof on or before January 31 of the year following the date of this Agreement.

Certain Agreements of the Company and the Selling Securityholders. The Company agrees with the Underwriter several Underwriters and the Selling Securityholders that it will furnish to counsel for the Underwriter three copies Underwriters one true copy of the signed registration statement relating to the Offered Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and the Company and the Selling Securityholders, as applicable, agree that, in connection with the each offering of the Offered Securities: (a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b424(b)(2) (or, if applicable and if consented to by the Lead Underwriter, subparagraph (5)) not later than the second business day following the execution and delivery of this the Terms Agreement. The Company will advise the Underwriter promptly of such filing. (b) The Company will advise the Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Lead Underwriter promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by the any Underwriter or any dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company promptly will notify the Lead Underwriter of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Lead Underwriter’s consent to, nor the Underwriter’s Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) As soon as practicable, but not later than 16 months, after the Availability Date (as defined herein)date of each Terms Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statementregistration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this such Terms Agreement and (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this such Terms Agreement, which will satisfy the provisions of Section 11(a) of the Act. For . (e) The Company will furnish to the purpose Representatives copies of the preceding sentenceRegistration Statement, “Availability Date” means including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the 45th day Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution. (g) The Company will pay all expenses incident to the performance of its obligations under the Terms Agreement (including the provisions of this Agreement), for any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Lead Underwriter may designate and the printing of memoranda relating thereto, for any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities and for expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Each Selling Securityholder will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such aforementioned transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Lead Underwriter for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the end of Closing Date specified under “Blackout” in the fourth fiscal quarter following the fiscal quarter that includes such effective date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarterTerms Agreement.