Common use of Compliance with Securities Act Requirements Clause in Contracts

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, (i) any individual Written Testing-the-Waters Communication (as defined herein) and (ii) each “road show” as defined in Rule 433(h) of the Act, in each case did not materially conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each caseand, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time did not, and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule Section 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not conflict and will not conflict, as applicable, with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not not, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule Section 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not conflict and will not conflict, as applicable, with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter Underwriters through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the (i) (A) At their respective Effective Times, and (B) on each Closing Date, each of the Registration Statement did, Statements conformed and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Rules and Regulations (ii) at their respective Effective Date and at the Execution TimeTimes, the Registration Statement Statements did not and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Unit Program. The preceding sentence does not include apply to statements in or omissions from 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; provided, however, that the Company makes no representations or warranties as such document based upon written information furnished to the information contained in or omitted from the Registration Statement or the Prospectus (or Partnership by any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement DateTime, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement DateTime, each “road show” as defined in Rule Section 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the each Effective Date, the Registration Statement did, and when each of the Preliminary Prospectus and the Final Prospectus is first filed in accordance with Rule 424(b) ), and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Preliminary Prospectus and the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the respective rules thereunder and the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”); on the each Effective Date and Date, at the Execution TimeTime and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of on the Applicable Time Effective Date and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) the Indenture did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied will comply in all material respects with the Act; as applicable requirements of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Trust Indenture Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingrules thereunder; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Final Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by Sunoco, the Selling Stockholder or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b9(c) hereof.

Compliance with Securities Act Requirements. On (A) (1) At the Effective Time, (2) on the date of this Agreement and (3) on each Closing Date, the Registration Statement did, or any post-effective amendment thereto complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the Preliminary Prospectus, on any date of use, complied in all respects with the Act (including, without limitation, Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all respects with the Company makes no Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations or and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b7(b) hereof.hereof (collectively, the “Underwriter Information”). The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Series D Preferred Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement didconformed, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedwill conform, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in order or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement and the General Disclosure Package, when they were filed or became effective with the Commission conformed in all material respects to the requirements of the Exchange Act and the Rules and Regulations thereunder and none of such documents contained any untrue statement of a material fact or omitted 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; and on any further documents so filed and incorporated by reference in the date Registration Statement or the General Disclosure Package, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of any filing pursuant to Rule 424(b) the Act or the Exchange Act, as applicable, and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined hereinbelow) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Dateeach settlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Dateeach settlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply in all material respects, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Txxxxx Wxxxxx specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. On (i) (A) At the Effective time the Registration Statement initially became or was deemed to have become effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the Applicable Time and (D) on the Closing Date, the Registration Statement did, conformed and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement Trust Indenture Act and the Rules and Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and each Settlement Date, the Final Prospectus (together with any supplement thereto) will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will 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; provided, however, that the Company makes no representations or warranties as . The preceding sentence does not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus any such document (or any supplement theretoi) in reliance based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof, or (ii) relating to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualifications on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”).

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement didconformed, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedwill conform, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in order or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. The documents incorporated by reference in the Registration Statement and the General Disclosure Package, when they were filed or became effective with the Commission conformed in all material respects to the requirements of the Exchange Act and the Rules and Regulations thereunder and none of such documents contained any untrue statement of a material fact or omitted 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; and on any further documents so filed and incorporated by reference in the date Registration Statement or the General Disclosure Package, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of any filing pursuant to Rule 424(b) the Act or the Exchange Act, as applicable, and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on the Effective Date Act and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and on (iii) as of the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement DateApplicable Time, the Prospectus (together with any supplement thereto) will General 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, therein not misleading; providedprovided that, however, that the Company makes no such representations and warranties set forth in this subsection (b)(v) apply only to statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company in writing by or on behalf of the Underwriter through the Representative specifically such Selling Stockholder expressly for inclusion use in the Registration Statement or Statement, the General Disclosure Package, the Final Prospectus (or any other Issuer Free Writing Prospectus or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof (the “Selling Stockholder Information”). The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof.

Compliance with Securities Act Requirements. On (i) (A) At the Effective Date, time the Registration Statement didinitially became effective, and when (B) at the Prospectus is first filed in accordance time of each amendment thereto for the purposes of complying with Rule 424(bSection 10(a)(3) and on of the Closing Date Act (as defined herein) and on any date on which Optional Securities are purchasedwhether by post effective amendment, if such date is not the Closing Date (a “Settlement Date”incorporated report or form of prospectus), the Prospectus (and any supplement theretoC) will, comply in all material respects with the applicable requirements of the Act; on at the Effective Date Time relating to the Offered Securities and at the Execution Time(D) on each Closing Date, the Registration Statement did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as (ii) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and Final Prospectus will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and on (iii) as of the date of Applicable Time, neither the General Disclosure Package nor any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Dateindividual Limited Use Issuer Free Writing Prospectus, the Prospectus (when considered together with any supplement thereto) the General Disclosure Package, included or will not include any untrue statement of a material fact or omitted or will 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, therein not misleading; provided. Notwithstanding the foregoing, however, that the Company makes no representations or and warranties as in this section 3(e) shall apply only to the information contained extent that any statements in or omitted omissions from the Registration Statement Statement, the Final Prospectus or the Prospectus (or any supplement thereto) in reliance General Disclosure Package are based upon and in conformity with written information furnished to the Company by the Selling Stockholders specifically for use therein; it being understood that the only such information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Selling Stockholders specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed use therein is that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereofof this Agreement.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; , (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date Time of the Additional Registration Statement in which the Final Prospectus is included, and at the Execution Timeon each Closing Date, the Registration Statement did not Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, in all material respects, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the (a) any Underwriter through the Representative Representatives specifically for inclusion use therein, it being understood and agreed that the only such information is that described as such in the Registration Statement Section 8(c) hereof or the Prospectus (or b) any supplement thereto)Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder (the Underwriter “Selling Stockholder Information” of such Selling Stockholder) consists of the information described as with respect to such Selling Stockholder that appears in Section 8(b) hereofthe table and the corresponding footnotes thereto, excluding any percentages, under the caption “Principal and Selling Stockholders” in the Final Prospectus and the General Disclosure Package.

Compliance with Securities Act Requirements. On (A) (1) At their respective Effective Times, (2) on the Effective date of this Agreement and (3) on each Closing Date, each of the Initial Registration Statement did, or any post-effective amendment thereto and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) complied and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the preliminary prospectus included in the General Disclosure Package and furnished to the Underwriters for delivery to prospective investors (the “Preliminary Prospectus”) complied in all material respects with the Act (including without limitation Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no representations Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b7(c) hereof.hereof (collectively, the “Underwriter Information”). Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Common Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, in all material respects, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Rules and Regulations, (ii) at their respective Effective Date and at the Execution TimeTimes, each of the Registration Statement Statements did not and and, as amended or supplemented, as applicable, will not not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (iii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and (iv) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (i) On its effective date and on the Effective Dateeffective date of the most recent post-effective amendment thereto, the Registration Statement did, and when (including the Prospectus is first filed in accordance with Rule 424(bmaterial incorporated therein by reference) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply conformed in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission (the "Rules and Regulations"), and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and and, on the Closing Date date of each Pricing Agreement and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in each time the Registration Statement or is amended, the Statutory ProspectusRegistration Statement, and complied as then amended, will conform in all material respects with the Act; as requirements of the Applicable Time and on Act, the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Trust Indenture Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and each time the Prospectus is amended, on the date of each supplement thereto and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement DateSupplement, the Prospectus (together as then amended or supplemented, will conform in all material respects with any supplement thereto) the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing does not apply to statements in or omissions from any such documents based upon information furnished to the Company in writing by any Underwriter expressly for use therein. (ii) The documents incorporated by reference in 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 Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain 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; provided, however, that the Company makes no representations this representation and warranty shall not apply to any statements or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the an Underwriter through the Representative specifically expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereofuse therein.

Compliance with Securities Act Requirements. On The Company meets the Effective Date, requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement didand any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, and when no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus is first filed in accordance or any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, as of each deemed effective date with respect to the Managers pursuant to Rule 424(b430B(f)(2) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “of each Settlement Date”), the Prospectus (complied and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on 1933 Act and the Effective Date 1933 Act Regulations. Each of any preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the Execution Timetime it was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and is identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, as applicable. Neither the Registration Statement did not and nor any amendment thereto, at its effective time or at any Settlement Date, contained, contains or will not contain any an untrue statement of a material fact or omitted, omits or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of . At each Applicable Time, the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) General Disclosure Package did not conflict with the information contained in the Registration Statement or the Statutory Prospectusinclude, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did does not include and will not contain any include an untrue statement of a material fact or and did not omit, does not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided. Neither the Prospectus nor any amendment or supplement thereto, howeveras of its issue date, that at the Company makes no representations time of any filing with the Commission pursuant to Rule 424(b) or warranties as at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the information contained statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or omitted from deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are 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 (Prospectus, as the case may be, did not, do not and will not include 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 foregoing shall not apply to statements in, or omissions from, any supplement thereto) such document made in reliance upon upon, and in conformity with with, information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Managers specifically for inclusion use in the Registration Statement or the Prospectus (or any supplement thereto)preparation thereof, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof7(b).

Compliance with Securities Act Requirements. On (A) (1) At their respective Effective Times, (2) on the Effective date of this Agreement and (3) on each Closing Date, each of the Initial Registration Statement did, or any post-effective amendment thereto and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) complied and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the preliminary prospectus included in the General Disclosure Package and furnished to the Underwriters for delivery to prospective investors (the “Preliminary Prospectus”) complied in all material respects with the Act (including without limitation Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no representations Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b7(c) hereof.hereof (collectively, the “Underwriter Information”). Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Common Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Guggenheim Securities specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter or on behalf of Guggenheim Securities consists of the information described as such in Section 8(b) hereof.). Each Preliminary Prospectus delivered to Guggenheim Securities for use in connection with the offering and sale of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.). Each Preliminary Prospectus delivered to the Underwriters for use in connection with the offering and sale of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; and the Registration Statement, the Statutory Prospectus and the Prospectus comply, and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Statutory Prospectus or Prospectus are distributed in connection with the Directed Unit Program; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter Underwriters through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter Underwriters consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter Underwriters through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter Underwriters consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On No order preventing or suspending the use of any Statutory Prospectus has been issued by the Commission, and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose has been initiated or threatened by the Commission. At the time the Registration Statement initially became effective, at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), at the Effective Time relating to the Offered Securities and on each Closing Date, the Registration Statement didStatement, and when as amended or as supplemented, including the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedfinancial statements, if such date is not the Closing Date (a “Settlement Date”)any, the Prospectus (included or incorporated by reference therein, did and any supplement thereto) will, will comply in all material respects with the all applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations, did and will contain all statements required to be stated therein in accordance with the Act, the Exchange Act, the Exchange Act Rules and Regulations and the Rules and Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; . The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Placement Agent specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. The Final Prospectus and any amendment and supplement thereto, including the financial statements, if any, included or incorporated by reference therein, as of its date, at the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as time of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) filing of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing Final Prospectus pursuant to Rule 424(b) and on the each Closing Date and each Settlement Date, will conform in all material respects to the Prospectus (together with any supplement thereto) requirements of the Act and the Rules and Regulations and did not, does not and will not include any 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; provided, however, that the Company makes no representations or warranties as . The preceding sentence does not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Placement Agent specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule Section 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Dateany settlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (1) At the Effective Time, (2) on the date of this Agreement and (3) on each Closing Date, (A) the Registration Statement did, or any post-effective amendment thereto complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the Preliminary Prospectus, on any date of use, complied in all material respects with the Act (including without limitation Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations or and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b) hereof.hereof (collectively, the “Underwriter Information”). The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Common Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined hereinbelow) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, or any post-effective amendment thereto and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) complied and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) the preliminary prospectus included in the General Disclosure Package and furnished to the Underwriters for delivery to prospective investors, including all documents incorporated or deemed to be incorporated by reference therein (the “Preliminary Prospectus”) complied in all material respects with the Act (including without limitation Section 10 of the Act) and did not, as of its date and does not, on the date of any filing pursuant to Rule 424(b) this Agreement and on the Closing Date and will not, at each Settlement closing Date, the Prospectus (together with any supplement thereto) will not include 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; providedand (iii) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no representations Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranties as contained herein do not apply to statements in or omissions from any document discussed herein based upon written information furnished to the information contained in or omitted from the Registration Statement or the Prospectus (or Transaction Entities by any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b7(c) hereof.hereof (collectively, the “Underwriter Information”). Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On (A) (1) At the Effective Time, (2) on the date of this Agreement and (3) on each Closing Date, the Registration Statement did, or any post-effective amendment thereto complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the Preliminary Prospectus, on any date of use, complied in all material respects with the Act (including without limitation Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no representations Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b7(c) hereof.hereof (collectively, the “Underwriter Information”). The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Common Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not as of the Applicable Time and will not on the Closing Date and any settlement date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (a) The representations in Section 2(b)(viii)(b) are limited to any statements or omissions made in the Registration Statement, the Preliminary Prospectus, the Final Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus that are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of (A) the legal name, address and the number of Securities owned by such Selling Stockholder upon completion of the Reorganization Transactions, (B) the other information with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” and (C) information with respect to such Selling Stockholder under the description of the Reorganization Transactions (with respect to such Selling Stockholder, the “Selling Stockholder Information”) (b) (i) (A) At their respective Effective Times, and (B) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Rules and Regulations, (ii) at their respective Effective Date and at the Execution TimeTimes, each of the Registration Statement Statements, did not and as amended or supplemented, as applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (iii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective Date, the Registration Statement did, date of this Agreement and when the Prospectus is first filed in accordance with Rule 424(b(C) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”below), each of the Prospectus Initial Registration Statement and the 462(b) Registration Statement (if any) conformed and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on the Effective Date Act and at the Execution Time, the Registration Statement did not include and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as therein, in light of the Applicable circumstances under which they were made, not misleading and (ii) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the 462(b) Registration Statement in which the Prospectus is included, and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and on . The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the date of any filing pursuant Company by the Underwriter specifically for use therein. Notwithstanding anything in this paragraph (iv) to Rule 424(b) and on the Closing Date and each Settlement Datecontrary, with respect to the Selling Stockholder, the Prospectus provisions of this paragraph (together with any supplement theretoiv) will not include 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; provided, however, that the Company makes no representations or warranties as apply only to the information contained extent that any statements in or omitted omissions from the any Registration Statement Statement, Prospectus, prospectus wrapper, as amended or the Prospectus (supplemented or any supplement thereto) Statutory Prospectus are made in reliance upon on and in conformity with written information relating to the Selling Stockholder that is furnished in writing to the Company by or on behalf of the Underwriter through the Representative Selling Stockholder specifically and expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of contained in any Registration Statement or any Statutory Prospectus is the information described as in such Registration Statement or such Statutory Prospectus with respect to the Selling Stockholder (excluding percentages) which appear in Section 8(bthe table (and corresponding footnotes) hereofunder the caption “Selling Stockholder” (the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant . The preceding sentence does not apply to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus any such document based upon (or any supplement theretoi) in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(c) hereof, or (ii) written information furnished to the Company by a Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is that (x) with respect to such Selling Stockholder that appears in the table (excluding percentages but including corresponding footnotes) under the heading “Principal and Selling Stockholders” and (y) with respect to such Selling Stockholder, other than Xxxxxx X. Xxxxxxx, that appears in the first and second paragraphs under the heading “Ares Management” (collectively, the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. On (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement didconformed, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedwill conform, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in order or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The documents incorporated by reference in the Registration Statement and the General Disclosure Package, when they were filed or became effective with the Commission conformed in all material respects to the requirements of the Exchange Act and the Rules and Regulations thereunder and none of such documents contained any untrue statement of a material fact or omitted 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; and on any further documents so filed and incorporated by reference in the date Registration Statement or the General Disclosure Package, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of any filing pursuant to Rule 424(b) the Act or the Exchange Act, as applicable, and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (1) At the Effective Time, (2) on the date of this Agreement and (3) on each Closing Date, (A) the Registration Statement did, or any post-effective amendment thereto complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the Preliminary Prospectus, on any date of use, complied in all material respects with the Act (including without limitation Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no Act and the Rules and Regulations, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations or and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b) hereof.hereof (collectively, the “Underwriter Information”). The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Common Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant . The preceding sentence does not apply to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof. The Company and the Company’s parent company, Compuware Corporation, a Michigan corporation (“Compuware”), had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Initial Registration Statement and the Additional Registration Statement (if any), in each case at the time such “forward-looking statement” was made.

Compliance with Securities Act Requirements. On the (a) (i) (A) At their respective Effective Times, and (B) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Rules and Regulations, (ii) at their respective Effective Date and at the Execution TimeTimes, each of the Registration Statement Statements, did not and as amended or supplemented, as applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (iii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on . (b) As of the date Applicable Time, none of (i) the General Disclosure Package, (ii) any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Dateindividual Limited Use Issuer Free Writing Prospectus, the Prospectus (when considered together with the General Disclosure Package, (iii) any supplement theretoroad show presentation, or (iv) will not include any individual Testing-the-Waters Communication, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omit omitted 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; provided, however, that the Company makes no . (c) The representations in this Section 1(b)(vii) are limited to any statements or warranties as to the information contained omissions made in or omitted from the Registration Statement or Statement, the Preliminary Prospectus, the Final Prospectus (or any amendment or supplement thereto) thereto or any Issuer Free Writing Prospectus that are made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically such Selling Stockholder expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter such Selling Stockholder consists of (A) the legal name, address and the number of Securities owned by such Selling Stockholder upon completion of the Reorganization Transactions, (B) the other information described as with respect to such Selling Stockholder (excluding percentages) which appear in Section 8(bthe table (and corresponding footnotes) hereofunder the caption “Principal and Selling Shareholders” and (C) any biographical information provided by the Selling Stockholders with respect to representatives of the Selling Stockholders that are members of the board of directors (with respect to such Selling Stockholder, the “Selling Stockholder Information”).

Compliance with Securities Act Requirements. On The Securities have been duly registered under the Effective DateSecurities Act pursuant to the Registration Statement. The Registration Statement is effective under the Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein and including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Securities is herein called (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 p.m., Eastern Time, on the date of determination of the public offering price for the Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to such Registration Statement has been complied with. At the respective times the Registration Statement became or becomes effective and as of the date hereof, the Registration Statement did, complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Securities Act; on , and the Effective Date conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been complied with and at the Execution Time, the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective date with respect thereto, and as of each Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; . Neither the Prospectus nor any amendments or supplements thereto, as of the their respective dates, and at each Applicable Time and on the Closing Date and any each Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement case may be, included or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any include an untrue statement of a material fact or omit to state any material fact required to be stated therein omitted or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided. The Prospectus, howeverat the time the Prospectus was issued and at each Settlement Date, that complied and will comply in all material respects with the Company makes no requirements of the Securities Act. The representations or and warranties as set forth in the immediately preceding paragraph shall not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (Prospectus, as amended or any supplement thereto) supplemented, made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of the Underwriter through the Representative specifically Placement Agents expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b10(a) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b(i) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedEach document, if such date is not any, filed or to be filed pursuant to the Closing Date (a “Settlement Date”), Exchange Act and incorporated by reference in the Statutory Prospectus (and any supplement thereto) will, or the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable requirements rules and regulations of the Act; Commission thereunder, (ii) (A) at the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the Effective Date relating to the Units and at (D) on the Execution TimeClosing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (iii) (A) on its date, (B) at the time of filing the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and each Settlement Date, the Final Prospectus (together with any supplement thereto) will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will 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; provided, however, that the Company makes no representations or warranties as . The preceding sentence does not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Placement Agents, if any, specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (x) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement didconformed, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedwill conform, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (y) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in order or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(c) hereof. The documents incorporated by reference in the Registration Statement and the General Disclosure Package, when they were filed or became effective with the Commission conformed in all material respects to the requirements of the Exchange Act and the Rules and Regulations thereunder and none of such documents contained any untrue statement of a material fact or omitted 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; and on any further documents so filed and incorporated by reference in the date Registration Statement or the General Disclosure Package, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of any filing pursuant to Rule 424(b) the Act or the Exchange Act, as applicable, and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act (a “road show”) and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter Underwriters through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter Underwriters consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, (i) Each of the Registration Statement didand the ADS Registration Statement, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (it became effective, did not contain and, as defined herein) and on any date on which Optional Securities are purchasedamended or supplemented, if such date is not the Closing Date (a “Settlement Date”)applicable, the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact relating to such Seller Shareholder or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein relating to such Selling Shareholder not misleading; , (ii) the Registration Statement, the ADS Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply with the Securities Act and the applicable rules and regulations of the Applicable Commission thereunder, (iii) the Time of Sale Prospectus does not, and on at the time of each sale of the Offered Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Time of Sale Prospectus, and complied in all material respects with as then amended or supplemented by the Act; as of the Applicable Time and on the Closing Date and any Settlement DateCompany, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communicationif applicable, in each casewill not, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b, (iv) and on the Closing Date and each Settlement Datebroadly available road show, the Prospectus (if any, when considered together with any supplement thereto) will the Time of Sale Prospectus, does not include contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state a material fact necessary in order to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading; provided, however(v) the Prospectus does not contain and, that as amended or supplemented, if applicable, will not contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state a material fact necessary to make the Company makes no statements therein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement Statement, the ADS Registration Statement, the Time of Sale Prospectus or the Prospectus (or based upon information relating to any supplement thereto) in reliance upon and in conformity with information Underwriter furnished in writing to the Company in writing by or on behalf of the such Underwriter through the Representative specifically you expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereofuse therein.

Compliance with Securities Act Requirements. On (A) At their respective Effective Times, on the Effective date of this Agreement and on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; Act and (B) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date Time of the Additional Registration Statement in which the Final Prospectus is included, and at the Execution Timeon each Closing Date, the Registration Statement did not Final Prospectus will conform in all material respects to the applicable requirements of the Act and the Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and (C) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, in all material respects with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities Units are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not and will not, as applicable, conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable in all material respects with the Act; Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On (A) (x) At their respective Effective Times, (y) on the Effective date of this Agreement and (z) on each Closing Date, each of the Initial Registration Statement, the Additional Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b(if any) and on the Closing Date (as defined herein) ADS Registration Statement conformed and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (B) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; , and (C) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. On The Securities have been duly registered under the Effective DateSecurities Act pursuant to the Registration Statement. The Registration Statement automatically became effective under the Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein and including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 p.m., Eastern Time, on the date of determination of the public offering price for the Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to such Registration Statement has been complied with. At the respective times the Registration Statement became or becomes effective and as of the date hereof, the Registration Statement did, complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Securities Act; on . The conditions for the Effective Date use of Form S-3, as set forth in the General Instructions thereto, have been complied with and at the Execution Time, the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective date with respect thereto, and as of each Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; . Neither the Prospectus nor any amendments or supplements thereto, as of the their respective dates, and at each Applicable Time and on the Closing Date and any each Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement case may be, included or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any include an untrue statement of a material fact or omit to state any material fact required to be stated therein omitted or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided. The Prospectus, howeverat the time the Prospectus was issued and at each Settlement Date, that complied and will comply in all material respects with the Company makes no requirements of the Securities Act. The representations or and warranties as set forth in the immediately preceding paragraph shall not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (Prospectus, as amended or any supplement thereto) supplemented, made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of the Underwriter through the Representative specifically Placement Agent expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b10(a) hereof.

Compliance with Securities Act Requirements. On the Effective Date(i) The Registration Statement, the Registration Statement didwhen it became effective, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (did not contain and, as defined herein) and on any date on which Optional Securities are purchasedamended or supplemented, if such date is not the Closing Date (a “Settlement Date”)applicable, the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein relating to such Selling Shareholder, in light of the circumstances under which they were made, not misleading; as , (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Applicable Time ADSs in connection with the offering when the Prospectus is not yet available to prospective purchasers and on at the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Time of Sale Prospectus, and complied in all material respects with as then amended or supplemented by the Act; as of the Applicable Time and on the Closing Date and any Settlement DateCompany, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communicationif applicable, in each casewill not, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b, (iii) and on the Closing Date and each Settlement Datebroadly available road show, the Prospectus (if any, when considered together with any supplement thereto) will the Time of Sale Prospectus, does not include contain any untrue statement of a material fact relating to such Seller Shareholder or omit to state a material fact necessary in order to make the statements thereintherein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact relating to such Selling Shareholder or omit to state a material fact necessary to make the statements therein relating to such Selling Shareholder, in the light of the circumstances under which they were made, not misleading; provided, however, except that the Company makes no representations and warranties set forth in this paragraph do not apply to statements or warranties as to the information contained omissions in or omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus (or based upon the information relating to any supplement thereto) in reliance upon and in conformity with information Underwriter furnished in writing to the Company in writing by or on behalf of the such Underwriter through the Representative specifically you expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereofuse therein.

Compliance with Securities Act Requirements. On (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities, and (D) on each Closing Date, the Registration Statement did, conformed and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as and (ii) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b), and (C) on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made, . The preceding sentence does not misleading; and on the date of any filing pursuant apply to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo” and together with Xxxxxxx Xxxxx, the Representative “Representatives”) specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (A) (w) At the time the Registration Statement initially became effective, (x) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus, (y) at the Effective Time relating to the Offered Securities and (z) on each Closing Date, the Registration Statement didconformed, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedwill conform, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (B) (x) on its date, (B) at the time of filing of the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as . The preceding sentence applies only to the information contained extent statements in or omitted omissions from the a Registration Statement or the Final Prospectus (or any supplement thereto) in reliance are based upon and in conformity with written information furnished in writing to the Company by or on behalf of the Underwriter through the Representative such Selling Shareholder specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by a particular Selling Shareholder (the Underwriter “Selling Shareholder Information” of such Selling Shareholder) consists of the name of such Selling Shareholder, the number of Offered Securities to be offered by such Selling Shareholder and other information described as with respect to such Selling Shareholder (excluding any percentages) which appear in Section 8(bthe table (and the corresponding footnotes thereto) hereofunder the caption “Principal and Selling Shareholders—Selling Shareholders” in the Final Prospectus.

Compliance with Securities Act Requirements. On (i) (A) At the Effective Date, time the Registration Statement didinitially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post- effective amendment, incorporated report or form of prospectus), (C) at the Applicable Time relating to the Shares and when the Prospectus is first filed in accordance with Rule 424(b(D) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Applicable Time final prospectus pursuant to Rule 424(b) and (C) on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and final prospectus will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and on the date of any filing pursuant . The preceding sentence applies only to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) such document that are made in reliance upon and in conformity with the written information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically Selling Stockholder expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter Selling Stockholder consists of the Selling Stockholder Information. Each Underwriter, the Company and the Selling Stockholder agree that the “Selling Stockholder Information” consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information described with respect to the Selling Stockholder that appears in the tables (and corresponding footnotes) under the captions “Selling Stockholder” and/or “Selling Holders,” in each case, in the Registration Statement, the General Disclosure Package, the Prospectus or in any Issuer Free Writing Prospectus, as such in Section 8(b) hereofapplicable.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement the Option Closing Date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with or go materially beyond the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement the Option Closing Date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement the Option Closing Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. (A) (1) On the Effective DateDate of the Initial Registration Statement, (2) at the Registration Statement didtime of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (3) at the Effective Time and when the Prospectus is first filed in accordance with Rule 424(b(4) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”below), the Prospectus (Initial Registration Statement conformed, and any supplement thereto) willwill conform, comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not include, and will not contain include, any untrue statement of a material fact and did not omit, and will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) (1) on the Effective Date of the Additional Registration Statement (if any), (2) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (3) at the Effective Time and (4) on the Closing Date, the Additional Registration Statement (if any) conformed, and will conform, in all material respects to the requirements of the Act and the Rules and Regulations and did not include, and will not include, any untrue statement of a material fact and did not omit, and will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (C) (1) on the date of the Final Prospectus, (2) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (3) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on . The preceding sentence applies to such Selling Shareholder only to the date of extent that any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datestatements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) amendments or supplements thereto are made in reliance upon on and in conformity with written information relating to such Selling Shareholder furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically such Selling Shareholder for inclusion in the Registration Statement or the Prospectus use therein (or any supplement thereto“Selling Shareholder Information”), it being understood and agreed that the only such information furnished by the Underwriter consists of is limited to the information described as relating to such Selling Shareholder under the heading “Selling Shareholders” in Section 8(b) hereofthe General Disclosure Package and the Final Prospectus.

Compliance with Securities Act Requirements. (i) On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and ), on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the each Option Closing Date (a “Settlement Date”in each case as defined in Section 2 hereof), the Prospectus (and any supplement supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, as amended, and the rules and regulations promulgated thereunder; (ii) on the Effective Date and at the Execution Time, the Registration Statement did not and on the Closing Date and on each Option Closing Date (in each case as defined in Section 2 hereof), the Registration Statement will not not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined hereiniii) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and ), on the ​ Closing Date and on each Settlement DateOption Closing Date (in each case as defined in Section 2 hereof), the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b) 6 hereof.. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement, the Additional Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”any), the Prospectus (ADS Registration Statement and any amendments and supplement thereto) will, comply thereto conformed and will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , and (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; . and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(d) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Option Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; as of the Applicable Time Time, and on the Closing Date and any Settlement Datesettlement date, any each individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement, the Additional Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”any), the Prospectus (ADS Registration Statement and any amendments and supplement thereto) will, comply thereto conformed and will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; , and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply in all material aspects, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper, and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, in all material respects with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereofhereof (the “Underwriter Information”).

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule Section 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the any Underwriter consists of the information described as such in Section 8(b‎8(b) hereof.

Compliance with Securities Act Requirements. On As of the time of execution and delivery of this Agreement, the Initial Registration Statement has become effective under the 1933 Act and is not proposed to be amended, other than any Additional Registration Statement that the Company has filed or has advised the Representatives that it proposes to file. No stop order suspending the effectiveness of a Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of a Registration Statement or any post-effective amendment thereto has been received by the Company, no order preventing or suspending the use of any Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Initial Registration Statement and the Additional Registration Statement (if any), at their respective Effective Times, on the date of this Agreement and as of each Closing Date, the Registration Statement did, complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; 1933 Act and the 1933 Act Regulations. Each of any preliminary prospectus and the Final Prospectus and any amendment or supplement thereto, at the time it was filed with the Commission or (with respect to the Final Prospectus if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included and on each Closing Date, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and is identical to the electronically transmitted copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“XXXXX”), except to the extent permitted by Regulation S-T. Each of the Initial Registration Statement and the Additional Registration Statement (if any), at their respective Effective Times, on the Effective Date date of this Agreement and at the Execution Timeas of each Closing Date, the Registration Statement did not contain, does not contain and will not contain any an untrue statement of a material fact or omitted, omits or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of . At the Applicable Time and on Time, the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) General Disclosure Package did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, and did not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided. Neither the Final Prospectus nor any amendment or supplement thereto, howeveras of its issue date, that at the Company makes time of any filing with the Commission pursuant to Rule 424(b) or (if no representations or warranties as to such filing is required) at the information contained in or omitted from Effective Time of the Additional Registration Statement in which the Final Prospectus is included, or at any Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the Prospectus (statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any supplement thereto) such document made in reliance upon upon, and in conformity with with, information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion use in the Registration Statement or the Prospectus (or any supplement thereto)preparation thereof, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b7(b) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Datesettlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with or go materially beyond the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Datesettlement date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Datesettlement date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the or on behalf of any Underwriter consists of the information described as such in Section 8(b) 8 hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement, the Additional Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”any), the Prospectus (ADS Registration Statement and any amendments and supplement thereto) will, comply thereto conformed and will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; , and (iii) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b9(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At each Effective Time, (B) on the Effective date of this Agreement and (C) on each Closing Date, the Registration Statement did, or any post-effective amendment thereto complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) the Preliminary Prospectus complied in all material respects with the Act (including without limitation Section 10 of the Act) and did not, as of its date and does not, on the date of any filing pursuant to Rule 424(b) this Agreement and on the will not, at each Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; providedand (iii) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no representations Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranties as contained herein do not apply to statements in or omissions from any document discussed herein based upon written information furnished to the information contained in or omitted from the Registration Statement or the Prospectus (or Transaction Entities by any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b7(c) hereof.hereof (collectively, the “Underwriter Information”). Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On The Securities have been duly registered under the Effective DateSecurities Act pursuant to the Registration Statement. The Registration Statement is effective under the Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein and including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 p.m., Eastern Time, on the date of determination of the public offering price for the Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to such Registration Statement has been complied with. At the respective times the Registration Statement became or becomes effective and as of the date hereof, the Registration Statement did, complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with the applicable requirements of the Securities Act; on , and the Effective Date conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been complied with and at the Execution Time, the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective date with respect thereto, and as of each Representation Date, did not and will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; . Neither the Prospectus nor any amendments or supplements thereto, as of the their respective dates, and at each Applicable Time and on the Closing Date and any each Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement case may be, included or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any include an untrue statement of a material fact or omit to state any material fact required to be stated therein omitted or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided. The Prospectus, howeverat the time the Prospectus was issued and at each Settlement Date, that complied and will comply in all material respects with the Company makes no requirements of the Securities Act. The representations or and warranties as set forth in the immediately preceding paragraph shall not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (Prospectus, as amended or any supplement thereto) supplemented, made in reliance upon and in conformity with information furnished in writing to the Company in writing by or on behalf of the Underwriter through the Representative specifically Placement Agents expressly for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b10(a) hereof.

Compliance with Securities Act Requirements. On (a) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement didand the Additional Registration Statement (if any), and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedamended or supplemented, if such date is not the Closing Date (a “Settlement Date”)applicable, the Prospectus (conformed and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; as , (b) on its date, at the time of filing of the Applicable Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Final Prospectus, and complied as amended or supplemented, if applicable, will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , and (c) on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, in each case, in all material respects, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program, if applicable. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(d) hereof.

Compliance with Securities Act Requirements. On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b(i) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchasedEach document, if such date is not any, filed or to be filed pursuant to the Closing Date (a “Settlement Date”), Exchange Act and incorporated by reference in the Statutory Prospectus (and any supplement thereto) will, or the Final Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable requirements rules and regulations of the Act; Commission thereunder (ii) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the Effective Date relating to the Shares and at (D) on the Execution TimeClosing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (iii) (A) on its date, (B) at the time of filing the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and each Settlement Date, the Final Prospectus (together with any supplement thereto) will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will 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; provided, however, that the Company makes no representations or warranties as . The preceding sentence does not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Placement Agent, if any, specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (A) (1) At the Effective Time, (2) on the date of this Agreement and (3) on each Closing Date, the Registration Statement did, or any post-effective amendment thereto complied and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, will comply in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations thereunder, the Registration Statement and did not, does not and will not contain include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the Preliminary Prospectus, on any date of use, complied in all material respects with the Act (including without limitation Section 10 of the Act) and at no time during the period that begins on the date of any filing pursuant the Preliminary Prospectus and the date on which the Preliminary Prospectus was filed with the Commission and ends immediately prior to Rule 424(b) and on the Closing Date and each Settlement Date, execution of this Agreement did the Preliminary Prospectus (together with any supplement thereto) will not include 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; providedand (C) the Prospectus and each amendment or supplement thereto, howeveras of their respective issue dates, that complied and will comply in all material respects with the Company makes no Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at each Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations or and warranties as contained herein do not apply to the information contained statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance document discussed herein based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is only that described as such in Section 8(b) hereof.hereof (collectively, the “Underwriter Information”). The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Series C Preferred Stock were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Compliance with Securities Act Requirements. On (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Shares and (D) on the Closing Date, the Registration Statement did, conformed and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution Time, the Registration Statement Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Applicable Time Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) requirements of the Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; . The preceding sentence does not apply to statements in, or omissions from, any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and on agreed that the date only such information is that described as such in Section 8(b) hereof. The documents incorporated by reference in the Statutory Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects with the requirements of any filing pursuant to Rule 424(b) the Act or the Exchange Act, as applicable, and on the Closing Date Rules and each Settlement Date, the Prospectus (together with any supplement thereto) will Regulations and did not include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, statement therein not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 8(b) hereof.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement, the ADS Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(bAdditional Registration Statement (if any) conformed and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; Act , and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date Time of the Additional Registration Statement in which the Final Prospectus is included, and at the Execution Timeon each Closing Date, the Registration Statement did not Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h(iii) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) this Agreement, at their respective Effective Times or issue dates and on the each Closing Date and each Settlement Date, each Registration Statement, the Final Prospectus, any Statutory Prospectus, any prospectus wrapper and any Issuer Free Writing Prospectus (together complied or comply, and such documents and any further amendments or supplements thereto will comply, with any supplement thereto) will applicable laws or regulations of foreign jurisdictions in which the Final Prospectus, any Statutory Prospectus, any prospectus wrapper or any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program. The preceding sentence does not include any untrue statement of a material fact or omit apply 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; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b8(c) hereof.

Compliance with Securities Act Requirements. On (i) (A) At the time the Post-Effective Amendment initially became effective, (B) at the time of each amendment to the Registration Statement following the Post-Effective Amendment for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective DateTime relating to the Securities, (D) on each Representation Date and (E) if specified in a Terms Agreement, if any, at the time of delivery of the Securities described in such Terms Agreement, the Registration Statement did, conformed and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement Trust Indenture Act and the Rules and Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b), (C) on each Representation Date and (D) if specified in a Terms Agreement, if any, at the time of delivery of the Applicable Time and on Securities described in such Terms Agreement, the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Final Prospectus will conform in all material respects with to the requirements of the Act; as of , the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Trust Indenture Act and any individual Written Testing-the-Waters Communicationthe Rules and Regulations, in each case, when considered together with the Statutory Prospectus, did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and on the date of . The preceding sentence does not apply to statements in or omissions from any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as such document based upon written information furnished to the information contained in or omitted from Issuer by the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Distributor specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that that, if there is any Terms Agreement, the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b) hereofthe Terms Agreement.

Compliance with Securities Act Requirements. On (i) (A) At their respective Effective Times, (B) on the Effective date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”)Additional Registration Statement, the Prospectus (ADS Registration Statement and any supplement amendments and supplements thereto) will, comply conformed and will conform in all material respects with to the applicable requirements of the Act; on Act and the Effective Date Rules and at the Execution TimeRegulations, the Registration Statement and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) (A) on its date, (B) at the time of the Applicable Time and on the Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied in all material respects with the Act; as of the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement, and (C) on the each Closing Date and each Settlement Date, the Prospectus (together with Final Prospectus, and any supplement amendments and supplements thereto) , will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include 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; providedmisleading and (iii) any Issuer Free Writing Prospectus, howeverTesting-the-Waters Communication or Statutory Prospectus, that including any roadshow or investor presentations made to investors by the Company makes no representations (whether in person or warranties as in electronic form), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information contained statements therein, in the light of the circumstances under which they were made, not misleading. The first sentence of this paragraph does not apply to statements in or omitted omissions from the Registration Statement or the Prospectus (or any supplement thereto) in reliance such document based upon and in conformity with written information furnished in writing to the Company by or on behalf of the any Underwriter through the Representative Representatives or by any Selling Shareholder specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section Sections 8(b) and 8(c) hereof.

Compliance with Securities Act Requirements. (i) On the respective Effective Date for each part of the Registration Statement (for the avoidance of doubt such Effective Date shall be no later than the later of the First Closing Date and, if any, the Optional Closing Date), on the date of this Agreement, and on each Closing Date, the Registration Statement did, conformed and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Optional Securities are purchased, if such date is not the Closing Date (a “Settlement Date”), the Prospectus (and any supplement thereto) will, comply will conform in all material respects with to the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement Trust Indenture Act and the Rules and Regulations and did not and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; as , (ii) on the date of this Agreement, and at the time of filing of the Applicable Time Prospectus pursuant to Rule 424(b), and on the each Closing Date and any Settlement Date, any individual Written Testing-the-Waters Communication (as defined herein) did not conflict with the information contained in the Registration Statement or the Statutory Prospectus, and complied Prospectus will conform in all material respects with to the requirements of the Act; as of , the Applicable Time and on the Closing Date and any Settlement Date, each “road show” as defined in Rule 433(h) of the Trust Indenture Act and any individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus, did not Rules and Regulations and will not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and on the date of . The preceding sentence does not apply to statements in or omissions from any filing pursuant to Rule 424(b) and on the Closing Date and each Settlement Date, the Prospectus (together with any supplement thereto) will not include 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; provided, however, that the Company makes no representations or warranties as such document based upon written information furnished to the information contained in or omitted from the Registration Statement Issuer or the Prospectus (or Guarantor by any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter through the Representative Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto)use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information is that described as such in Section 8(b9(b) hereof, (iii) the documents incorporated by reference in the Pricing Prospectus and 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 Act or the Exchange Act, as applicable, and the Rules and Regulations, any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the Rules and Regulations; provided that no such documents were filed with the Commission since the Commission’s close of business on the business day (which term shall mean for this subsection (b)(iii) any day when the Commission’s office in Washington D.C. is open for business) immediately prior to the date of this Agreement and prior to the execution of this Agreement, except for such other documents as were delivered to you prior to the Applicable Time.