Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement , at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Regulations. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Shares, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing through the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 7 hereof. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental informationAct. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and The Company meets all applicable requirements for use of Form S-3 under the Securities Act. The Prospectus when filed complied or will comply in all material respects with the Securities Act andAct, if filed by electronic transmission pursuant to EXXXX and (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to ) each preliminary prospectus and the copy thereof Prospectus delivered to the Underwriters Xxxxxxx Xxxxx for use in connection with the Offering, other than offering of the Shares was identical to the electronically transmitted copies thereof filed with respect the Commission pursuant to any artwork and graphics that were not filedXXXXX. The Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3each deemed effective date with respect to Xxxxxxx Xxxxx pursuant to Rule 430B(f)(2) of the Securities ActAct and at each Settlement Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were filed with the Commission under the Exchange Act, complied in all material respects with the requirements of the Exchange Act. The Prospectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, including each Representation Date (as defined in Section 7(n)), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to thereto, the Registration Statement, or in the Pricing Prospectus or the Prospectus, any amendments or any amendment or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Xxxxxxx Xxxxx furnished to the Company in writing by Xxxxxxx Xxxxx expressly for use therein, it being understood and agreed that the only such information furnished on behalf by Xxxxxxx Xxxxx to the Company consists of the Underwriters consists of (iinformation described in Section 10(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and accurately described 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or filed retention where required and legending, and each such free writing prospectus, as requiredof its issue date and as of each Applicable Time, did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule 3 hereto furnished to Xxxxxxx Xxxxx before first use, the Company has not used or referred to, and will not, without Xxxxxxx Xxxxx’ prior consent, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, with all requests of from the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect effect, and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus Preliminary Prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, offer and sale of the Shares other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed their distribution of the Offeringoffering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representative consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 8 hereof. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Indemnification.” “Lock-up Agreements,” “Electronic Distribution,” “Price Stabilization, Short Positions and Penalty BidsPositions,” “Passive Market and Pricing ConsiderationsMaking,” “No Public Market,” “Offers Restrictions outside the United States, “and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under and the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filedrules thereunder. The Registration Statement and any post-as of its effective amendment to the Registration Statement date, at the time it became effective date hereof and at all subsequent times until the expiration as of the prospectus delivery period required under Section 4(3Closing Date (and if any Option Units are purchased by the Underwriters, at each Subsequent Closing Date) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b), at the Closing Date (as defined herein) and at all subsequent times until the Underwriters have completed the Offeringany Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus Statement or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Underwriters expressly for use therein, ; it being understood and agreed that the only such information furnished on behalf of by the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 8 hereof. There are is no contracts contract or other documents document required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement that have has not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (iiiii) the sub-sections titled “Electronic Offer, Sale, and Distribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Potential Conflicts of our SharesInterest” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 202[●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(34(a)(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Electronic Offer, Sale and Distribution of our SharesSecurities,” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied in all material respects with the Securities Act and Investment Company Act and the rules and regulations thereunder. On each of the following dates, being (a) the date hereof, (b) when the Registration Statement became effective, (c) when the Prospectus Supplement is first filed pursuant to Rule 497 under the Securities Act, (d) when, prior to the Closing Date, any other amendment to the Registration Statement becomes effective, (e) when, prior to the Closing Date, any supplement to the Prospectus is filed with the Commission, (f) at the Closing Date, (1) the Registration Statement, as amended as of any such time, and the Prospectus, as amended or supplemented as of any such time, complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement , at the time it became effective and at all subsequent times until the expiration applicable requirements of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and Investment Company Act and the Securities Act Regulations and rules thereunder, (2) the Registration Statement, as amended as of any such time, did not, does not and will not contain any untrue statement of a material fact or and did not, does not and will not omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. The misleading and (3) the Prospectus, as amended or supplemented, supplemented as of its date and at all subsequent times until the Underwriters have completed the Offeringany such time, did not and will not contain an untrue statement of a material fact, did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, the Prospectus, the most recent Preliminary Prospectus and the information included on Exhibit E hereto (which information the Underwriters have informed the Company is being conveyed orally by the Underwriters to prospective purchasers at or prior to the Underwriters’ confirmation of sales of the Shares in the public offering), all considered together (collectively, the “Pricing Disclosure Package”), did not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company by such Underwriter in writing expressly for use therein, it being understood . As used in this subsection and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters elsewhere in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.this Agreement:

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Electronic Offer, Sale, and Distribution” and “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Regulations. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Shares, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing through the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 7 hereof. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental informationinformation in connection with the Registration Statement. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under Act. Each of the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, date hereof complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date (as defined herein) and at all subsequent times until the Underwriters have completed the Offeringany Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus any preliminary prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance based upon and in conformity with written information relating to the Underwriters furnished to the Company in writing by any Underwriter through BAS expressly for use therein, ; it being understood and agreed that the only such information furnished on behalf by any Underwriter consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 8 hereof. There are is no contracts contract or other documents document required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement that have has not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offering. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Each preliminary prospectus, as of its date, and the Prospectus, as amended or supplemented, as of its date and at all subsequent times until through the Underwriters have completed 30th day after the OfferingClosing, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Company has provided to the Representative and counsel to the Underwriters all comments from the Commission on the Registration Statement and all requests for additional or supplemental information from the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, offer and sale of the Units other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed their distribution of the Offeringoffering of the Units, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by any Underwriter directly or through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters any Underwriter consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 8 hereof. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been or will be declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied or will comply to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”) (except as may be permitted by Regulation S-S T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to the ADS Registration Statement, any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that the foregoing shall not apply to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939). As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement , at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement will have been declared effective by the Commission under the Securities Act and prior to the Securities Act Regulations on [●]date of their first use. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the CommissionCommission or any other regulatory authority in any other jurisdiction, including, without limitation, the China Securities Regulatory Commission of the People’s Republic of China (the “CSRC”). Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Right of First Refusal,” “Electronic Offer, Sale and Distribution of Securities,” “Price Stabilization, Short Positions and Penalty Bids,” and “Market and Pricing Considerations,Other Relationships” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its the date thereof and at all subsequent times until the Underwriters have completed the Offeringplacement of the Offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names and number of the Underwriters and the allocation of shares between the Underwriters Ordinary Shares listed in the table set forth under the first paragraph under the caption “Underwriting” section in the Prospectus, Prospectus and (iiiii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Electronic Offer, Sale and Distribution of our SharesSecurities” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 202[●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No As of the date of this Agreement, no stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission, or any other regulatory authority in any other jurisdiction, including, without limitation, the China Securities Regulatory Commission of the People’s Republic of China. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions Positions, and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our SharesElectronic Distribution,” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Electronic Offer, Sale and Distribution of Securities,” “Fees, Commissions and Expense Reimbursement”, “Relationships” and “Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and At the time the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission with the Commission pursuant to EXXXX XXXXX, was identical (except as may be permitted by Regulation S-T under the Securities Act), was identical in content ) to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus (the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Time of Sale, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with written information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Original Registration Statement has been declared and any Rule 462(b) Registration Statement are effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to with the Commission through EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters ‎Section 6 below defined as Agent Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]any Rule 462(b) Registration Statement is effective. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus The Preliminary Prospectus when filed with the Commission complied, and the Prospectus when filed complied or with the Commission will comply comply, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was or will be, as the case may be, identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork offer and graphics that were not filedsale of the Common Shares. The Registration Statement complies, and any Rule 462(b) Registration Statement and any post-effective amendment amendments or supplements to the Registration Statement Statement, at the time it became when they become effective and at all subsequent times until during the expiration of the prospectus delivery period required under Section 4(3) of the Securities ActProspectus Delivery Period, complied and will comply comply, in all material respects with the Securities Act and requirements of the Securities Act Regulations and Act. The Registration Statement did not contain, and any Rule 462(b) Registration Statement or any post-effective amendments thereto will not contain any contain, as of their respective effective dates and at all times during the Prospectus Delivery Period, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except in each case if the Company notifies the Representatives in writing of an event or condition as a result of which it is necessary to amend or supplement the Registration Statement in order to make the statements therein not misleading and the Company so amends or supplements the Registration Statement in compliance with the terms of this Agreement. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until during the Underwriters have completed the OfferingProspectus Delivery Period (as defined below), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case if the Company notifies the Representatives in writing of an event or condition as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company so amends or supplements the Prospectus in compliance with the terms of this Agreement. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus(including any Prospectus wrapper), or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents of ev3 LLC, the Company or their respective subsidiaries required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2022. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Electronic Offer, Sale and Distribution of our SharesSecurities,” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have has not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company Issuer has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the CompanyIssuer, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and the rules thereunder and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork offer and graphics that were not filedsale of the Securities. The Each of the Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Actdate hereof, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date (as defined herein) and at all subsequent times until the Underwriters have completed the Offeringany Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing Issuer by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf by any Underwriter consists of the Underwriters consists of (iinformation described as such in Section 7(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)hereof. There are is no contracts contract or other documents document required to be described in the Pricing Prospectus a preliminary prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have has not been fairly described or filed as required. The documents incorporated by reference in a preliminary prospectus and accurately described the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable. Any further documents so filed and incorporated by reference in a preliminary prospectus or the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as requiredthe case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(34(a)(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (iiiii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing ConsiderationsElectronic Distribution,” and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Underwriter’s Warrant,” “Price Stabilization, Short Positions Positions, and Penalty Bids,” “Market Electronic Offer, Sale and Pricing ConsiderationsDistribution of Class A Ordinary Shares,” and “Foreign Regulatory Offer Restrictions on Purchase outside of our Sharesthe United States” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied in all material respects with all requests of the Commission for additional or supplemental information, if any, relating to the Registration Statement and any Rule 462(b) Registration Statement. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted by the Commission or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective effective, at the Applicable Time and at all subsequent times until during which a prospectus is required by the expiration Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the prospectus delivery Offered Shares, but in any event at all times through and including the First Closing Date (such period required under Section 4(3) of time being referred to herein as the Securities Act“Prospectus Delivery Period”), complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and and, at such times, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The As of the Applicable Time, the Time of Sale Prospectus did not, and at the Applicable Time and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as then amended or supplemented, as of its the date of the Final Prospectus Supplement and at all subsequent times until during the Underwriters have completed the OfferingProspectus Delivery Period, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Time of Sale Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with written information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representative to the Company consists of the Underwriters consists of (iinformation described in Section 9(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and accurately described 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or filed retention where required and legending, and each such free writing prospectus, as requiredof its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Original Registration Statement has been and any Rule 462(b) Registration Statement will have been or will be declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied or will comply to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental informationinformation with respect to the Registration Statement. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX Interactive Data Electronic Applications (“IDEA”) (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply comply, as the case may be, in all material respects with the Securities Act and the Securities Act Regulations and did not and will not not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that the foregoing shall not apply to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939). As of the date of this Agreement, the Prospectus and any Free Writing Prospectus considered together do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, Prospectus as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did does not and will not not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the any Free Writing Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) information described in Section 6 below. The Registration Statement and the name offer and sale of the Underwriters contained on Shares as contemplated hereby meet the cover page requirements of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case Rule 415 under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly Securities Act and accurately described comply in all material respects or filed as requiredwith said Rule.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus The Prospectus, when filed filed, complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its XXXXX system (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2022. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Representative’s Warrant,” “Electronic Distribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●•], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name names and addresses of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections section titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2020. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Shares, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty BidsUnderwriter’s Warrant,” “Market Lock-Up Agreement,” “Price Stabilization,” “Determination of the Offering Price,” “Electronic Offer, Sale and Pricing ConsiderationsDistribution of Securities,” “Indemnification,” and “Foreign Regulatory Restrictions on Purchase of our SharesOffer restrictions outside the United States” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under Act. Each of the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement thereto, at the each time it became effective of effectiveness and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Actdate hereof, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b), at the Closing Date (as defined herein) and at all subsequent times until the Underwriters have completed the Offeringany Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representatives consists of the Underwriters consists of (iinformation described as such in Section 8(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)hereof. There are is no contracts contract or other documents document required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement as of the time of the Prospectus that have has not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Regulations. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Underwriter for use in connection with the Offeringoffer and sale of the Shares, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters Underwriter have completed the Offeringplacement of the offering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters Underwriter furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters Underwriter consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus Section 7 hereof (the “Underwriters Underwriter’s Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied in all material respects with the Securities Act and Investment Company Act and the rules and regulations thereunder. On each of the following dates, being (a) the date hereof, (b) when the Registration Statement became effective, (c) when the Prospectus Supplement is first filed pursuant to Rule 497 under the Securities Act, (d) when, prior to the Closing Date, any other amendment to the Registration Statement becomes effective, (e) when, prior to the Closing Date, any supplement to the Prospectus is filed with the Commission, (f) at the Closing Date, (1) the Registration Statement, as amended as of any such time, and the Prospectus, as amended or supplemented as of any such time, complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement , at the time it became effective and at all subsequent times until the expiration applicable requirements of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and Investment Company Act and the Securities Act Regulations and rules thereunder, (2) the Registration Statement, as amended as of any such time, did not, does not and will not contain any untrue statement of a material fact or and did not, does not and will not omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. The misleading and (3) the Prospectus, as amended or supplemented, supplemented as of its date and at all subsequent times until the Underwriters have completed the Offeringany such time, did not and will not contain an untrue statement of a material fact, did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, the most recent Preliminary Prospectus and the information included on Exhibit D hereto (which information the Underwriters have informed the Company is being conveyed orally by the Underwriters to prospective purchasers at or prior to the Underwriters' confirmation of sales of the Shares in the public offering), all considered together (collectively, the "Pricing Disclosure Package"), did not include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company by such Underwriter in writing expressly for use therein, it being understood . As used in this subsection and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters elsewhere in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.this Agreement:

Compliance with Registration Requirements. The Registration Statement, the ADS Registration and any Rule 462(b) Registration Statement has have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, the ADS Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-S- T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered ADSs. Each of the Registration Statement, other than with respect to the ADS Registration Statement, any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the rules, regulations and other requirements of the Ministry of Finance of India (the "MOF"), the Reserve Bank of India (the "RBI"), the Department of Company Affairs of India (the "DCA"), the Company Law Board (the "CLB") and the Securities Act Regulations Exchange Board of India ("SEBI"), as applicable, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts statutes, regulations, contracts, agreements, or other documents that are required to be described in the Pricing Prospectus Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement or the ADS Registration Statement that have are not been fairly and accurately described in all material respects or filed as required. A registration statement on Form 8-A has been filed with and declared effective by the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●•], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Electronic Offer, Sale, and Distribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market and Pricing ConsiderationsMaking,” “Other Relationships,” “Notice to Prospective Investors in Cayman Islands,” “Notice to Prospective Investors in the British Virgin Islands,” “Notice to Prospective Investors in Singapore,” “Notice to Prospective Investors in Hong Kong,” “Notice to Prospective Investors in Canada,” “Notice to Prospective Investors in the PRC,” and “Foreign Regulatory Restrictions on Purchase of our SharesNotice to Prospective Investors in Taiwan” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect effect, and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus, the final preliminary prospectus included in the Disclosure Package (as defined below) and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX EDGAR (except as may be permitted by Regulation S-T under the Securities ActSecuritixx Xxt), was identical in content to the copy thereof delivered to the Underwriters Underwriter for use in connection with the Offeringoffer and sale of the Common Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective effective, at the First Closing Date (as defined below) and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities ActSecond Closing Date (as defined below), complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date date, at the First Closing Date and at all subsequent times until the Underwriters have completed the OfferingSecond Closing Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the "Underwriting" section of the Registration Statement, or of any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Underwriter furnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. There are no material agreements or understandings affecting the Company that have not been fairly reduced to writing and accurately described in all material respects or filed as requiredso filed.

Compliance with Registration Requirements. The Original Registration Statement has been declared automatically become effective by upon filing with the Commission under Rule 424(e) under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and No notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-S T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been filed with the Commission under the Securities Act and declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission. Each preliminary prospectus and The Company satisfied all applicable requirements for the Prospectus when filed complied or will comply in all material respects with use of Form S-3 under the Securities Act andwhen the Registration Statement was filed. The Commission has not issued an order preventing or suspending the use of the Base Prospectus, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under any Free Writing Prospectus or the Securities Act), was identical in content Prospectus relating to the copy thereof proposed offering of the Shares and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. The Prospectus delivered to the Underwriters CF&Co for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement offering of Shares was, at the time it of such delivery, identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times each part of the Registration Statement and each amendment thereto became effective and at all subsequent times until or was deemed effective, as the expiration of case may be, the prospectus delivery period required under Section 4(3) of the Securities Act, Registration Statement complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do sentence does not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, amendments or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance supplements thereto based upon and in conformity with written information relating to the Underwriters furnished to the Company in writing expressly by CF&Co specifically for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, with all requests of from the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect effect, and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus Preliminary Prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, offer and sale of the Securities other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed their distribution of the Offeringoffering of the Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representative consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 8 hereof. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (iiiii) the sub-sections titled “Electronic Offer, Sale, and Distribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has been declared become effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No 1933 Act; no stop order preventing or suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement is in effect or any post-effective amendment thereto has been issued under the 1933 Act; and no proceedings for such purpose have been instituted or are pending before or, to the knowledge of Company’s and the CompanyOperating Partnership’s knowledge, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus . (A) The Registration Statement, when filed complied or will comply in all material respects with the Securities Act it became effective, did not contain and, as amended or supplemented, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act)applicable, was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement , at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, (B) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, and (C) the Prospectus, any wrapper or supplement and any prospectus wrapper material distributed to residents of Canada at the time of the Prospectus does not contain and, as of its date and at all subsequent times until the Underwriters have completed the Offeringamended or supplemented, did not and if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth in the two immediately preceding sentences this paragraph do not apply to statements in or omissions from in the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus Statement or the Prospectus, Prospectus or any amendment thereof or supplement thereto, made in reliance thereto based upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page . Each preliminary prospectus filed as part of the Registration StatementStatement as originally filed or as part of any amendment thereto, Pricing Prospectus and Prospectusor filed pursuant to Rule 424, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be complied when so filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as requiredwith the 1933 Act and the 1933 Act Regulations.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty BidsIndemnification,” “Market Lock-up Agreements,” “Application for Nasdaq Listing,” “Electronic Offer, Sale and Pricing ConsiderationsDistribution of Securities,” “Price Stabilization,” ““Other Terms,” and “Foreign Regulatory Offer Restrictions on Purchase of our SharesOutside the United States,” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus [(INCLUDING ANY PRELIMINARY PROSPECTUS WRAPPER)] did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ProspectusProspectus [(INCLUDING ANY PRELIMINARY PROSPECTUS WRAPPER)], as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Time of Sale Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representative to the Company consists of the Underwriters consists of (iinformation described in Section 9(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Company is not an "ineligible issuer" in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and accurately described 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or filed retention where required and legending, and each such free writing prospectus, as requiredof its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference therein. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement has been declared effective by is an “automatic shelf registration statement” (as defined in Rule 405 of the Commission under the Securities 1933 Act Regulations (“Rule 405”)) and the Securities Act Regulations have been and remain eligible for registration by the Company on [●]such automatic shelf registration statement. The Company has complied, to the Commission’s satisfaction, with all requests Each of the Commission for additional or supplemental information. No Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order preventing or suspending the effectiveness of the Registration Statement or any post-effective amendment thereto is in effect and no proceedings for such that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when the Securities remain unsold by the Underwriter the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Underwriter, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Underwriter, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Underwriter of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the Registration Statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement relating to the Securities shall include such new registration statement or post-effective amendment, as the case may be. Each preliminary prospectus and of the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX or IDEA, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective and or at all subsequent times until the expiration of time they were or hereafter are filed with the prospectus delivery period required under Section 4(3) of the Securities ActCommission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The Registration Statement and any amendments thereto, at its effective time and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), complied and will comply in all material respects with the requirements of the 1933 Act and the Securities 1933 Act Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended Neither the Prospectus nor any amendments or supplementedsupplements thereto (including any prospectus wrapper), as of its date and at all subsequent times until the Underwriters have completed Closing Time (and, if any Option Securities are purchased, at the OfferingDate of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not contain any include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and warranties set forth the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf light of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statementcircumstances under which they were made, Pricing Prospectus not misleading. As used in this subsection and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters elsewhere in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.this Agreement:

Compliance with Registration Requirements. The Original Registration Statement has been declared effective by the Commission and any Rule 462(b) Registration Statement shall have become effective under the Securities Act and prior to the Securities Act Regulations on [●]issuance of any Issuance Notice by the Company. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental informationinformation in connection therewith, if any. No stop order preventing or suspending the effectiveness of the Registration Statement Statement, or any post-effective amendment thereto, or the Rule 462(b) Registration Statement, if any, is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement or supplement thereto, at the time it became effective effective, at each Time of Sale (as defined below), if any, and at all subsequent times until the expiration as of the prospectus delivery period required under Section 4(3) of the Securities Acteach Settlement Date, if any, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date date, at each Time of Sale (as defined below), if any, and at all subsequent times until the Underwriters have completed the Offeringas of each Settlement Date, if any, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule. The Company has delivered to the Agent conformed copies of the Prospectus, as amended or filed supplemented, in such quantities and at such places as requiredthe Agent has reasonably requested.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX EDGAX (except xxcept as may be permitted by Regulation S-T under the Securities Act), was identical in content to substantially the same as the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Common Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 202[●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its the date thereof and at all subsequent times until the Underwriters have completed the Offeringplacement of the Offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names and number of the Underwriters and the allocation of shares between the Underwriters Ordinary Shares listed in the table set forth under the first paragraph under the caption “Underwriting” section in the Prospectus, Propospectus and (iiiii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Electronic Offer, Sale and Distribution of our Ordinary Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared became effective by when filed with the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental informationAct. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission the Registration Statement, which is an automatic shelf registration statement, as defined in Rule 405 under the Securities Act, on Form S-3 (File No. 333-188696). The Preliminary Prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was were identical in content to the copy copies thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork offer and graphics that were not filedsale of the Offered Shares. The Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were filed with the Commission under the Exchange Act, complied in all material respects with the requirements of the Exchange Act. As of the Applicable Time, the Time of Sale Prospectus (including any Preliminary Prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any Preliminary Prospectus wrapper), together with each Road Show, if any, did not, and at the time of each sale of the Offered Shares and at the First Closing Date, the Time of Sale Prospectus, together with each Road Show, if any, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Time of Sale Prospectus, or any amendment amendments or supplement theretosupplements thereto or any Road Show, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representatives to the Company consists of the Underwriters consists of (iinformation described in Section 9(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Offered Shares in reliance on the exemption in Rule 163 under the Securities Act and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Company is not an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or the Preliminary Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2021. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty BidsUnderwriter Warrants,” “Market Electronic Offer, Sale and Pricing ConsiderationsDistribution of Ordinary Shares,” “Right of First Refusal,” “Lock-Up Agreements,” “Stabilization,” “Relationships,” “Selling Restrictions,” and “Foreign Regulatory Restrictions on Purchase of our SharesNotice to Investors” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Regulations. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Underwriter for use in connection with the Offeringoffer and sale of the Shares, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters Underwriter have completed the Offeringplacement of the offering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters Underwriter furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters Underwriter consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 7 hereof. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No No, stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings proceeding for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Notes. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not at the time the Registration Statement was declared effective, and will not contain on the Closing Date and on any Second Closing date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until prior to and including the Underwriters have completed the OfferingClosing Date and any Second Closing Date, did not and will not on the Closing Date or any Second Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has been declared and any Rule 462(b) Registration Statement have each become effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has will have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Regulations. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Underwriter for use in connection with the Offeringoffer and sale of the Shares, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters Underwriter have completed the Offeringplacement of the offering of the Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters Underwriter furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters Underwriter consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described as such in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus Section 7 hereof (the “Underwriters Underwriter’s Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty BidsDiscretionary Accounts,” “Market Electronic Offer, Sale and Pricing ConsiderationsDistribution of Shares of Common Stock,” “Stabilization” and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No No, stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings proceeding for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not at the time the Registration Statement was declared effective, and will not contain on the Closing Date and on any Second Closing date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until prior to and including the Underwriters have completed the OfferingClosing Date and any Second Closing Date, did not and will not on the Closing Date or any Second Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Original Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, or will comply, to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX, was identical (except as may be permitted by Regulation S-T S‑T under the Securities Act), was identical in content ) to the copy thereof delivered to the Underwriters Agent for use in connection with the Offering, other than with respect to any artwork issuance and graphics that were not filedsale of the Shares. The Each of the Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined in Section 4(e)) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with written information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said Rule.

Compliance with Registration Requirements. The Original Registration Statement and any registration statement filed under Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”) has been declared or will be automatically effective by upon filing with the Commission under the Securities Act and prior to the Securities Act Regulations on [●]date of their first use. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringdate, did not and and, at each Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared become effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has complied, to the Commission’s satisfaction, with all there are no outstanding requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the CompanyCompany or the Operating Partnership, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under and the Securities Act), was identical in content to rules thereunder. Each of the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment thereto, at each time of effectiveness (including, without limitation, each “new effective date” with respect to the Registration Statement , at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3Underwriters pursuant to Rule 430B(f)(2) of the Securities Act) and at the date hereof, complied and will comply in all material respects with the Securities Act and the Securities Trust Indenture Act Regulations of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) and at all subsequent times until the Underwriters have completed the OfferingClosing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, any amendments or any amendment or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Underwriters Representatives consists of (ithe information described as such in Section 8(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)hereof. There are is no contracts contract or other documents document required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement that have has not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Common Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteffective, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringdate, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.by the

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” ”, “No Sales of Similar Securities”, “Electronic Offer, Sale and Distribution of Securities”, “Passive Market and Pricing Considerations,Making”, “Potential Conflicts of Interest”, “Other Relationships”, “Selling Restrictions” and “Foreign Regulatory Restrictions on Purchase of our SharesElectronic Distribution” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2021. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions Positions, and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our SharesElectronic Distribution,” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2022. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Over-Allotment Option,” “Fees, Commissions and Expense Reimbursement,” “Lock-Up Agreements,” “Stabilization, Short Positions and Penalty Bids,” “Market Determination of Offering Price,” “Electronic Offer, Sale and Pricing ConsiderationsDistribution of Securities,” “Relationships,” and “Foreign Regulatory Restrictions on Purchase of our SharesSelling Restrictions,” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 202[●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its the date thereof and at all subsequent times until the Underwriters have completed the Offeringplacement of the Offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names and number of the Underwriters and the allocation of shares between the Underwriters Ordinary Shares listed in the table set forth under the first paragraph under the caption “Underwriting” section in the Prospectus, Prospectus and (iiiii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Electronic Offer, Sale and Distribution of our Ordinary Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each The preliminary prospectus dated November , 2006 and the Prospectus when filed complied or will comply in all material respects with the Securities Act and the rules thereunder and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork offer and graphics that were not filedsale of the Shares. The Each of the Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Actdate hereof, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b), at the Closing Date (as defined herein) and at all subsequent times until the Underwriters have completed the Offeringany Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representatives consists of the Underwriters consists of (iinformation described as such in Section 8(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)hereof. There are is no contracts contract or other documents document required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have has not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Commission Each preliminary prospectus has complied, and the Prospectus when filed complied or will comply once filed, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until such time as the expiration Underwriters are no longer required to deliver a Prospectus in order to confirm sales of the prospectus delivery period required under Section 4(3) of the Securities ActOffered Shares, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until such time as the Underwriters have completed are no longer required to deliver a Prospectus in order to confirm sales of the OfferingOffered Shares, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Time of Sale Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing or electronic transmission by the Representative or its counsel expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representative or its counsel to the Company consists of the Underwriters consists of (iinformation described in Section 9(c) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and accurately described 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or filed retention where required and legending, and each such free writing prospectus, as requiredof its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference therein. Except for the free writing prospectuses, if any, identified in Schedule C hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●•], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name names of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Indemnification,” “Lock-up Agreements,” “Listing,” “Electronic Offer, sale, and Distribution of the ADSs,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market and Pricing ConsiderationsMaking,” “Potential Conflicts of Interest,” “Stamp Taxes,” “Selling Restrictions, “and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-S T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No No, stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings proceeding for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not at the time the Registration Statement was declared effective, and will not contain on the Closing Date and on any Second Closing date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.not

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect effect, and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the CommissionCommission or any other regulatory authority in any other jurisdiction, including, without limitation, the China Securities Regulatory Commission of the People’s Republic of China (“CSRC”). Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringoffering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Underwriting Discounts and Expenses”, “Indemnification”, “Lock-Up Agreement”, “Price Stabilization, Short Positions Positions, and Penalty Bids,” ”, “Market Electronic Offer, Sale, and Pricing Considerations,Distribution of Ordinary Shares” and “Foreign Regulatory Restrictions on Purchase of our SharesSelling Restrictions,” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]September 29, 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase Electronic Offer, Sale and Distribution of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared or will have been declared effective by the Commission under the Securities Act and prior to the Securities Act Regulations on [●]date of their first use. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T S‑T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)‎Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the CompanyCompany and the Operating Partnership, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Common Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Actcomplied and, complied and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until on the Underwriters have completed First Closing Date and the OfferingSecond Closing Date (as defined herein), if any, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (iiiii) the sub-sections titled “Electronic Distribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Company satisfies all of the requirements of the Securities Act for use of Form S-3 for the offering of the Shares contemplated hereby. The Registration Statement has been meets, and the offering and sale of the Shares contemplated hereby complies with, the requirements set forth in Rule 415(a)(1)(x) of the Securities Act. The Registration Statement was declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has compliedMay 4, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information2010. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect has been issued under the Securities Act and no proceedings for such that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each preliminary prospectus The Prospectus delivered to BMO for use in connection with the offering of Shares will, at the time of such delivery, be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Registration Statement and each amendment thereto became effective, the Prospectus when filed Registration Statement complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement , at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) requirements of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do sentence does not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, Statement or any amendment or supplement thereto, made thereto in reliance upon and in conformity with written information relating to the Underwriters BMO furnished to the Company in writing by BMO expressly for use therein, it being understood and agreed that the only such information furnished on behalf inclusion in any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other aforementioned documents required to be as described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as requiredSection 9 hereof.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and prior to the Securities Act Regulations on [●]date of their first use. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T S‑T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)‎Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to with the Commission through EXXXX (except as may be permitted by Regulation S-S T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 202_. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (iiiii) the sub-sections titled “Lock-up Agreements,” “Electronic Offer, Sale and Distribution of Securities,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market and Making,” “Pricing Considerationsof the Offering,” “Selling Restrictions,” and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Each of the Registration ----------------------------------------- Statement and any Rule 462(b) Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement is in effect and and, to the best knowledge of the Company, no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, or are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Common Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until up to and including the expiration of First Closing Date (and, if any Optional Common Shares are purchased, the prospectus delivery period required under Section 4(3) of the Securities ActSecond Closing Date, if applicable), complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, any preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective dates and at all subsequent times up to and including the First Closing Date (and, if any Optional Common Shares are purchased, the Second Closing Date, if applicable), complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of Reserved Securities. The Prospectus, any preliminary prospectus, and any supplement thereto or prospectus wrapper prepared in connection therewith, each as amended or supplemented, as of its date and at all subsequent times until as of the Underwriters have completed First Closing Date (and, if any Optional Common Shares are purchased, as of the OfferingSecond Closing Date, if applicable), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus preliminary prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration each Time of the prospectus delivery period required under Section 4(3) of the Securities ActSale, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Time of Sale, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]July 1, 2024. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections section titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared or are deemed effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●•], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, the Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub“Indemnification,” “Lock-sections titled up Agreements,” “Listing,” “Stabilization,” “Electronic Distribution,” “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing ConsiderationsNo Prior Public Market,” “Other Terms,” “Offers Outside the United States, “and “Foreign Regulatory Restrictions on Purchase of our SharesOther Relationships” in each case under the caption “Underwriting” in the Registration Statement, the Pricing Prospectus, the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act Act. To the best knowledge of the Company and the Securities Act Regulations on [●]. The Operating Partnership, the Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the CompanyCompany and the Operating Partnership, are contemplated or threatened by the Commission. Each The preliminary prospectus prospectus, dated as of [ ], 2010 (subject to completion) and the Prospectus when filed complied or will comply in all material respects with the requirements of the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective effective, and at all subsequent times until the expiration time of each sale of the prospectus delivery period required under Offered Shares and at the First Closing Date (as defined in Section 4(3) of the Securities Act2), complied and will comply in all material respects with the Securities Act and requirements of the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus, together with each Road Show, if any, (including any preliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, together with each Road Show, if any, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date date, and at all subsequent times until the Underwriters have completed time of each sale of the OfferingOffered Shares and at the First Closing Date (as defined in Section 2), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Time of Sale Prospectus, or any amendment amendments or supplement theretosupplements thereto or any Road Show, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representatives to the Company consists of the Underwriters consists of (iinformation described in Section 9(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and accurately described 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or filed retention where required and legending, and each such free writing prospectus, as requiredof its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference therein. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission or have automatically become effective under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental informationinformation in connection therewith, if any. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its XXXXX system (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Company satisfies all of the requirements of the Securities Act for use of Form S-3 for the offering of the Shares contemplated hereby. The Registration Statement has been meets, and the offering and sale of the Shares contemplated hereby is consistent with Rule 415(a)(1)(x) of the Securities Act. The Registration Statement was declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]. The Company has compliedJuly 12, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information2012. No stop order preventing or suspending the effectiveness of the Registration Statement is has been issued under the Securities Act, and no order directed at any document incorporated by reference in effect the Registration Statement or the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto has been issued, and no proceedings for such that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each preliminary prospectus The Preliminary Prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement offering of Shares will, at the time it of such delivery, be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Registration Statement and each amendment thereto became effective effective, and at all subsequent times until the expiration as of the prospectus delivery period required under Section 4(3) of date hereof, the Securities Act, Registration Statement complied and will comply in all material respects with the Securities Act and requirements of the Securities Act Regulations Act, and did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do sentence does not apply to statements in or omissions from the Registration Statement, or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, Statement or any amendment or supplement thereto, made thereto in reliance upon and in conformity with written information relating to the Underwriters furnished to the Company in writing expressly by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf by any Underwriter consists of the Underwriters consists of Underwriter Information (ias defined in Section 8(a) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”hereof). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus The Preliminary Prospectus and the Prospectus when filed with the Commission complied or will comply comply, as appropriate, in all material respects with the requirements of the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was was, or will be, as appropriate, identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteffective, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not contain and, as amended and supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Registration Statement, when it became effective on July 17, 2007, complied in all material respects with the requirements of the Securities Act. The Prospectus, Prospectus as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to thereto, the Registration Statement, or in the Pricing Preliminary Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein, it being understood and agreed that the only such information furnished on behalf by each Underwriter to the Company consists of the Underwriters consists of (iinformation described in Section 8(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Prospectus or Preliminary Prospectus, the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Other than Amendment No. 8 to the Registration Statement filed the date hereof, a copy of which has been declared effective by provided to you, no further amendment to the Commission under Registration Statement will be filed prior to the Securities Act and effectiveness of the Securities Act Regulations on [●]Registration Statement without your prior written consent. The Company has complied, complied to the Commission’s satisfaction, 's satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Common Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s 's satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed with the Commission complied or will comply in all material respects with the Securities Act and, if filed with the Commission by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act)EDGAR, was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Common Shares, other than with respect to except as permitted by Regulation S-T under the Securities Act. Each of the Registration Statement, any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteffective, complied and will comply in all material respects with the applicable requirements of the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts contracts, agreements, instruments or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 2021. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Underwriter for use in connection with the Offeringoffer and sale of the Offered Securities, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement Statement, any Rule 462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters Underwriter have completed the Offeringplacement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters Underwriter furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters Underwriter consists of (i) the name of the Underwriters Underwriter contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, Prospectus and (ii) the sub-sections titled “Underwriter’s Warrant,” “Price Stabilization, Short Positions Positions, and Penalty Bids,” “Market Electronic Offer, Sale and Pricing ConsiderationsDistribution of Class A Ordinary Shares,” and “Foreign Regulatory Offer Restrictions on Purchase outside of our Sharesthe United States” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by filed with the Commission under the Securities Act and has become effective under the Securities Act Regulations on [●]Act. The Company has complied, to the Commission’s satisfaction, complied with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission. Each preliminary prospectus and The Company satisfied all applicable requirements for the Prospectus when filed complied or will comply in all material respects with use of Form S-3 under the Securities Act and, if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T when the Registration Statement was filed. The Registration Statement is an automatic shelf registration statement under Rule 405 of the Securities Act)Act and the Placement Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Commission has not issued an order preventing or suspending the use of the base prospectus, was identical in content any Free Writing Prospectus (as defined below) or the Prospectus relating to the copy thereof proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission. The Prospectus delivered to the Underwriters Agent for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Registration Statement and any post-effective amendment to the Registration Statement offering of Placement Shares was, at the time it of such delivery, identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times and each Applicable Time, each part of the Registration Statement and each amendment thereto became effective and at all subsequent times until or was deemed effective, as the expiration of case may be, the prospectus delivery period required under Section 4(3) of the Securities Act, Registration Statement complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do sentence does not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, amendments or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance supplements thereto based upon and in conformity with written information relating to the Underwriters furnished to the Company in writing expressly by an Agent specifically for use therein, it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●•], 2023. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offering, other than with respect to any artwork and graphics that were not filed. The Each of the Registration Statement and any post-effective amendment to the Registration Statement Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(35(b) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offering, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use thereintherein (the “Underwriter Information”), it being understood and agreed that the only such information furnished on behalf of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters is that described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”Section 8(b). There are no contracts or other documents required to be described in the Registration Statement, the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or filed as required.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement have been or will be declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, or will comply, to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through XXXXX (except as may be permitted by Regulation S-S T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Registration Statement has and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the Offeringoffer and sale of the Offered Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became effective and at all subsequent times until during the expiration period beginning on the date hereof and ending on the later of the prospectus delivery period Option Closing Date (as defined in Section 2) or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered (assuming the absence of Rule 172 under Section 4(3) of the Securities Act), in connection with sales by the Underwriters or a dealer (the “Prospectus Delivery Period”), complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary prospectus wrapper), did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ProspectusProspectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, any preliminary prospectus, or in the Pricing Prospectus or the Time of Sale Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Representatives to the Company consists of the Underwriters consists of (iinformation described in Section 9(b) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)below. There are no contracts or other documents required to be described in the Pricing Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Company is not an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and accurately described 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or filed retention where required and legending, and each such free writing prospectus, as requiredof its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference therein. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. The Original Registration Statement has and any registration statement to be filed to register the Shares pursuant to Rule 462(b) under the Securities Act (a “462(b) Registration Statement”) have been or will be declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●]Act. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EXXXX with the Commission through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters Agent, the Forward Seller and the Forward Purchaser for use in connection with the Offeringissuance and sale of the Shares. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acttimes, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringtimes, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent, the Forward Seller or the Forward Purchaser furnished to the Company in writing by the Agent, the Forward Seller or the Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of Agent Information (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”defined below). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares and the Forward Settlement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.

Compliance with Registration Requirements. The Original Registration Statement has and any Rule 462(b) Registration Statement will have been declared effective by the Commission under the Securities Act and prior to the Securities Act Regulations on [●]issuance of the first Issuance Notice. The Company has complied, complied to the Commission’s satisfaction, satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order preventing or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the The Prospectus when filed complied or will comply in all material respects with the Securities Act andCommission through its Electronic Data Gathering, if filed by electronic transmission pursuant to EXXXX Analysis and Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the Securities Act), was identical ) complied in content to the copy thereof delivered to the Underwriters for use in connection all material respects with the OfferingSecurities Act. Each of the Registration Statement, other than with respect to any artwork and graphics that were not filed. The Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement thereto, at the time it became or becomes effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(3) of the Securities Acteach Representation Date, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of Sale Information”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the Offeringeach Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statementthereto, or in the Pricing Prospectus or the Prospectus, or any amendment amendments or supplement supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished on behalf by the Agent to the Company consists of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Registration Statement, Pricing Prospectus and Prospectus, (ii) the table listing the names of the Underwriters and the allocation of shares between the Underwriters information described in the “Underwriting” section in the Prospectus, and (ii) the sub-sections titled “Price Stabilization, Short Positions and Penalty Bids,” “Market and Pricing Considerations,” and “Foreign Regulatory Restrictions on Purchase of our Shares” in each case under the caption “Underwriting” in the Prospectus (the “Underwriters Information”)Section 6 below. There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that which have not been fairly described or filed as required. The Registration Statement and accurately described the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects or filed as requiredwith said rule.