Common use of Issuance and Sale of Shares Clause in Contracts

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through or to the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on described in the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603252475), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more shall prepare and file with the Commission a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common SharesShare”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Share registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603333-[228603]), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth hereinherein and any Terms Agreement (defined below), it may issue and sell to or through or to the AgentXX Xxxxx, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $500,000,000 (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent XX Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent XX Xxxxx will be effected pursuant to the Registration Statement (as defined below)) filed by the Company with the Securities and Exchange Commission (the “Commission”) and which became automatically effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company acknowledges and agrees that sales of Common Stock under this Agreement may be made through affiliates of XX Xxxxx, and that XX Xxxxx may otherwise fulfill its obligations pursuant to this Agreement to or through an affiliated broker-dealer. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603277640), which became automatically effective on March 4, 2024, including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will shall furnish to the AgentXX Xxxxx, for use by the AgentXX Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is consented to by XX Xxxxx (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other similar references) copies of any document shall be deemed satisfied if the same is filed with the Commission through XXXXX.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603261630), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, ordinary shares (the “Placement Shares”); ) of the Company’s common shares, NIS 1.80 par value $0.01 per share (the “Common Ordinary Shares”); provided , provided, however, that in no event shall the Company issue or sell sell, through or to the Agent such number of Agent, Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number of shares or dollar amount of Common the Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or ), (b) exceeds the number of shares authorized but unissued Ordinary Shares, or (c) the dollar amount registered on of the Ordinary Shares permitted to be sold under Form F-3, including General Instruction I.B.5 of Form F-3, or (iv) the dollar amount of the Ordinary Shares for which the Company has filed a Prospectus or Prospectus Supplement (each as defined below) (the lesser least of (ai), (ii), (iii) or and (b) iv), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent hereunder will be effected pursuant to the Registration Statement and at no earlier time than such time as the Registration Statement shall have been declared effective by the Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The As of the date hereof, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)F-3, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one a prospectus or more prospectus supplements supplement to the base prospectus included as part of such the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of or 462(b) under the Securities Act, Act or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference reference, to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementone or more prospectus supplements, in the form in which such base prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, the Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, the Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus, Prospectus Supplement or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, MLV shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceed the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement Company’s Common Stock (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603165979), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities Act Regulations is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement or the Alternative Sales Agreement (as defined below), on the terms and subject to the conditions set forth hereinherein or therein, it may issue and sell through Xxxxxxxxxx or to the Agentan Alternative Sales Agent (as defined below), acting as sales agent or principalagent, shares (the “Placement Shares”); ) of the Company’s common shares8.0% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Common SharesPreferred Stock”); provided however, that in no event shall the Company issue or sell through Xxxxxxxxxx and the Alternative Sales Agent such number of Placement Shares that in the aggregate (a) exceeds the number value of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) registration statement pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Xxxxxxxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Xxxxxxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesPreferred Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (SEC File No. 333-228603174879), including a base prospectus, relating certain securities with respect to equity and other offerings, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more will prepare a prospectus supplements supplement (the “Prospectus Supplement”) to the base prospectus to be included as part of such registration statement specifically relating with respect to this offering of Shares by Xxxxxxxxxx and the Alternative Sales Agent pursuant to the Placement Shares (Agreement and the “Prospectus Supplement”)Alternative Sales Agreement. The Company will furnish to the AgentXxxxxxxxxx, for use by the AgentXxxxxxxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the any Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is collectively, are herein called the “Registration Statement.,” The and the base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company has also entered into a separate At the Market Sales Agreement (the “Alternative Sales Agreement”), dated of even date herewith, with MLV & Co. LLC, formerly XxXxxxxx, Xxxxx & Vlak LLC (the “Alternative Sales Agent”) for sales of Shares pursuant to terms substantially similar to those set forth herein.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the Agent, as sales agent or principal, and/or principal up to that number of shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of $500,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto Parties acknowledge and agree that compliance with the limitations set forth in this Section 1 on the number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and the Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (Commission, not earlier than three years prior to the “Commission”)date hereof, a shelf registration statement on Form F-3 S-3 (File No. 333-228603235731), including a base prospectus, relating with respect to offerings of certain securities of the Company, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement at the time it became effective specifically relating to the Placement offering of the Shares pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementstatement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-as declared effective amendment theretoby the Commission, including the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act, as applicable, to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is are herein called the “Registration Statement.,” The and the base prospectusprospectus included in the registration statement at the time it became effective, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional securities of the Company pursuant to Rule 462(b) under the Securities Act, then any reference to the Registration Statement in this Agreement shall also be deemed to include such abbreviated registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXX”). The Company and the Operating Partnership have also entered into separate sales agreements (collectively, the “Separate Sales Agreements”), dated as of even date herewith, with Xxxx Capital Partners, LLC, Compass Point Research & Trading, LLC, JMP Securities LLC and Xxxxx Xxxxxxx & Co. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal thereunder, a “Separate Agent”), for the issuance and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Sales Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Sales Agreements” and together with the Separate Sales Agreements, the “Alternative Sales Agreements”) with one or more additional agents and/or principals. The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Sales Agreements shall not exceed the Maximum Amount.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent agents or principalprincipals, up to $500,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through or to the Agent Agents such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603270137), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, specifically relating to the Shares (the “ATM Prospectus”). The Company will furnish to the Agents, for use by the Agents, copies of the ATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). In connection with this Agreement, the Company and X. Xxxxx hereby agree to terminate that certain At Market Issuance Sales Agreement by and between the Company and X. Xxxxx dated as of June 15, 2021 (the “June 2021 Sales Agreement”), provided that Section 7(g), Section 10, Section 11, Section 17 and Section 18 of the June 2021 Sales Agreement shall remain in full force and effect.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s Class B common shares, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603222856), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603239303), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, electronic copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) that exceeds the dollar amount of Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, to the extent it remains applicable (the lesser of (a), (b) or (bc) the “Maximum Amount”)) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603235276), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates or shall incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth hereinherein and any Terms Agreement (as defined below), it may issue and sell to or through or to the AgentCowen, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s Class A common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $100,000,000 (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603239652), including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The ​ ​ Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Sales Agreement (the “Agreement”), on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCKCC, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number up to an aggregate offering price of Placement Shares that $7,000,000 (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent CKCC shall have no obligation in connection with such compliance, provided that CKCC strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Placement Shares through the Agent CKCC will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and declared effective by the Registration Statement to issue any Placement SharesSecurities and Exchange Commission (the “Commission”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement Registration Statement on Form F-3 S-3, as amended (File No. 333-228603158555), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentCKCC, for use by the AgentCKCC, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, and any post-effective amendment amendments thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 430B, 430C or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under for the Securities Actsale of shares of its Common Stock, is including the Shares, collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, each acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of common stock, $0.0001 par value per share, of the Company’s common shares, par value $0.01 per share Company (the “Common SharesStock”); provided however, that having an aggregate offering price of up to $150,000,000, subject to the limitations set forth in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”Section 5(c). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company Company, and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 12, 2021, and which became automatically effective upon filing thereof pursuant to Rule 462(e) of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an automatic registration statement on Form F-3 S-3ASR (File No. 333-228603252045), including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statementstatement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any amendment or supplement thereto issuer free writing prospectus shall be deemed to refer to and include the documents documents, if any, that are or are deemed to be incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalagent, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603226792), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common Class A ordinary shares, par value $0.01 0.0001 per share (the “Common Ordinary Shares”), of the Company (the “Placement Shares”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares Ordinary Shares or dollar amount of Common Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares Ordinary Shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) ), the “Maximum Amount”) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued and unreserved Ordinary Shares (other than Ordinary Shares reserved for issuance hereunder). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603264714), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, Act or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company proposes to issue and sell through the Agent, as its sales agent, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to U.S. $8,000,000 on the terms and subject to the conditions set forth in this Agreement. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Stock, par value $0.01 per share (the “Common Shares”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including under Instruction I.B.6. thereto, to the extent applicable), (b) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made made, or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603236353), including a base prospectus, prospectus relating to certain securities of the Company, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents up to an aggregate of $75,000,000 of shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), as sales agent or principal, shares subject to the limitations set forth in Section 5(c) (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company Company, and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the automatically effective Registration Statement (as defined below)) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including (a) a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more , and (b) a prospectus supplements specifically relating to the base prospectus Placement Shares to be issued from time to time pursuant to this Agreement (the “ATM Prospectus”) included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to reference, included in the extent such information has not been superseded or modified ATM Prospectus, together with any “issuer free writing prospectus” (as used herein, as defined in accordance with Rule 412 433 under the Securities Act (as qualified by “Rule 430B(g) of the Securities Act433”)), included in relating to the Registration Statement, as it may Placement Shares that (i) is required to be supplemented filed with the Commission by the Prospectus SupplementCompany or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 424(b) under the Securities Act 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any therein (the “Incorporated Documents”). Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalAgents, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603215530), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalDistribution Agents, shares (the “Placement Shares”); of the Company’s common shares, no par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent Distribution Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Distribution Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603198232), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalAgents, shares (the “Placement Shares”); ) of common stock of the Company’s common shares, $0.001 par value $0.01 per share (the “Common SharesStock”); provided ) having an aggregate offering price of up to $30,000,000, provided, however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of shares of Common Shares registered on Stock that may be sold pursuant to the effective Registration Statement (as defined below) pursuant to which the offering is being made or ), (b) exceeds the number of shares or dollar amount registered on of shares of Common Stock for which the Company has filed any Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the number of authorized but unissued shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603265430), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent or and/or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares (as defined below) that (ai) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (ii) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (biii) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”)Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603217988), including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the Common Stock being offered under this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement SharesCommon Stock. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Common Stock offered under this Agreement that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXXIDEA”).

Issuance and Sale of Shares. The Company agrees parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on described in the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603252475), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more shall prepare and file with the Commission a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalAgents, shares (the “Placement Shares”); of the Company’s common sharesClass A Common Shares of Beneficial Interest (the “Class A Shares”), par value $0.01 per share (the “Common Placement Shares”), up to an aggregate amount of $400,000,000; provided provided, however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (ai) exceeds the number of shares or dollar amount of Common Class A Shares registered on included in the effective Registration Statement Prospectus (as defined below) pursuant to which the offering is offerings contemplated hereunder are being made made, or (bii) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Class A Shares (the lesser of (ai) or and (b) ii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement filed by the Company and declared effective by the U.S. Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the an “Commission”), a automatic shelf registration statement statement” as defined under Rule 405 on Form F-3 S-3 (File No. 333-228603197921), including which includes a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement Base Prospectus specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, no par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603238324), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Stock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3, including (File No. 333-228603a) a base prospectus relating to certain securities (including the Common Stock) to be issued from time to time by the Company (the “Base Prospectus”), including and (b) a base prospectus, prospectus supplement to the Base Prospectus included as part of such registration statement (the “ATM Prospectus”) specifically relating certain securities including to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as DB3/ 203542030.6 amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to , and the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)rules and regulations thereunder. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus Base Prospectus included as part of such registration statement, as supplemented by statement and the ATM Prospectus Supplement, relating to the offer and sale of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base Base Prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the Agent, as sales agent or principal, and/or principal up to that number of shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of $50,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto Parties acknowledge and agree that compliance with the limitations set forth in this Section 1 on the number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and the Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (Commission, not earlier than three years prior to the “Commission”)date hereof, a “shelf registration statement statement” on Form F-3 S-3 (File No. 333-228603267894), including a base prospectus, relating with respect to offerings of certain securities of the Company, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement at the time it became effective specifically relating to the Placement offering of the Shares pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementstatement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-statement as declared effective amendment theretoby the Commission, including the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act, as applicable, to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is are herein called the “Registration Statement.,” The and the base prospectusprospectus included in the registration statement at the time it became effective, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional securities of the Company pursuant to Rule 462(b) under the Securities Act, then any reference to the Registration Statement in this Agreement shall also be deemed to include such abbreviated registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXX”). The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Sales Agreements”) with one or more additional agents and/or principals. The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Additional Sales Agreements shall not exceed the Maximum Amount.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Placement Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of shares or dollar amount of Placement Shares registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603257693), including a related base prospectus, prospectus relating certain securities including to the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared and will file one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the each, a “Prospectus Supplement”). The Company will furnish to the Agent, upon request of and for use by the Agent, copies of the base prospectus relating to the Placement Shares included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus specifically relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalDistribution Agents, shares (the “"Placement Shares”); ") of the Company’s 's voting common sharesstock, par value $0.01 1.00 per share (the “"Common Shares”Stock"); , provided however, that in no event shall the Company issue or sell through the Agent Distribution Agents such number of Placement Shares that (a) exceeds the number dollar value of shares or dollar amount of Common Shares company securities registered on on, but not yet sold and issued under, the effective Registration Statement (as defined below) pursuant to which the offering of the Placement Shares is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Distribution Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”"), with the Securities and Exchange Commission (the “"Commission”"), a registration statement on Form F-3 S-3 (File No. 333-228603209760), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “"Exchange Act”"). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “"Prospectus Supplement”"). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “"Registration Statement.” " The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”"EXXXX").

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell sell, through or to the Agent such number of Agents, Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or ), (b) exceeds the number of authorized but unissued shares of Common Stock, or (c) dollar amount registered on of shares of Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3 to the extent applicable, or (d) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser least of (a) or ), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through or to the Agent Agents will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company and which will become immediately effective upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filedwill file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an automatic shelf registration statement on Form F-3 (File No. 333-228603)S-3, including a one or more base prospectusprospectuses, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared will, if necessary, prepare one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares Common Stock to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, Supplement relating to the Placement SharesCommon Stock to be issued from time to time by the Company pursuant to this Agreement. The Company may file one or more additional registration statements, or post-effective amendments to registration statements, from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Common Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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, Act or any subsequent post-effective amendment to such registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actstatement, is herein called the “Registration Statement.” The base prospectusprospectus specifically relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (“Rule 433”), relating to such Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXXIDEA”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may offer and/or issue and sell to or through or to the Agent, as sales agent or and/or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $25,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto Parties acknowledge and agree that compliance with the limitations set forth in this Section 1 on the number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The Company has filedprepared and filed with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with and the Securities rules and Exchange Commission regulations promulgated thereunder (the “CommissionSecurities Act Regulations”), a shelf registration statement on Form F-3 S-3 (File No. 333-228603233255), including a base prospectus, relating with respect to offerings of certain securities of the Company, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the offering of the Shares pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-as declared effective amendment theretoby the Commission, including the information, if any, deemed pursuant to Rule 430B under the Securities Act to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is are herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement at the time it became effective, as supplemented by the Prospectus Supplement, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, including all documents incorporated or deemed incorporated therein by reference in the base prospectus and the Prospectus Supplement to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statementtogether with any “issuer free writing prospectus”, as it may defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be supplemented filed with the Commission by the Prospectus SupplementCompany or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 424(b) under the Securities Act 433(g), is herein called the “Prospectus.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act is herein referred to as the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentBRFBR, as sales agent or principal, up to $150,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through the Agent or to BRFBR such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603235761), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, specifically relating to the Shares (the “ATM Prospectus”). The Company will furnish to BRFBR, for use by BRFBR, copies of the ATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentMLV, acting as sales agent or principalagent, shares (the “Placement Shares”); ) of the Company’s Class A common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent MLV, acting as agent, such number of Placement Shares that would, in the aggregate, (a) exceeds exceed the number of shares or dollar amount (or, if applicable, aggregate offering price) of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being will be made or (b) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement Company’s Common Stock (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and previously declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603177644), including a one or more base prospectusprospectuses, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent agents or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Shares, par value $0.01 0.0001 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3, including (File No. 333-228603a) a base prospectus relating to certain securities (including the Common Shares) to be issued from time to time by the Company (the “Base Prospectus”), including and (b) a base prospectus, prospectus supplement to the Base Prospectus included as part of such registration statement (the “ATM Prospectus”) specifically relating certain securities including to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more prospectus supplements will furnish to the base prospectus Agents, for use by the Agents, copies of the Base Prospectus included as part of such registration statement specifically and the ATM Prospectus relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies offer and sale of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base Base Prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent agents or principalprincipals, shares (the “Placement Shares”); ) of Class A Common Stock of the Company’s common shares, $0.0001 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $50,000,000; provided provided, however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of shares of Common Shares registered on Stock that may be sold pursuant to the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) that exceeds the number of authorized but unissued shares or dollar amount registered on of Common Stock of the Prospectus Supplement Company (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent or to Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements included as part of such registration statement specifically relating to the Placement Shares (the “ATM Prospectus”) and will, if necessary, prepare a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus and ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectusprospectus and ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalHCW, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering price of up to $13,162,213; provided provided, however, that in no event shall the Company issue or sell through the Agent HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent HCW shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent HCW will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603217323), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentHCW, for use by the AgentHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the AgentNoble, acting as sales agent or and/or principal, shares (the “Placement Shares”); of the Company’s 's common sharesstock, par value $0.01 per share (the “"Common Shares”Stock"); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) $10,000,000 (the lesser of (a) or (b) the “"Maximum Amount”"). Notwithstanding anything , subject to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Shares shares of Common Stock to or through the Agent Noble will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which was declared effective under the Registration Statement to issue any Placement SharesSecurities Act (as defined below) by the U.S. Securities and Exchange Commission (the "Commission"). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “"Securities Act”"), with the Securities and Exchange Commission (Commission, not earlier than three years prior to the “Commission”)date hereof, a shelf registration statement on Form F-3 (File No. 333-228603238235), including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “"Exchange Act”"). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement at the time it became effective specifically relating to the Placement Shares offering of Common Stock pursuant to this Agreement (the “"Prospectus Supplement”"). The Company will furnish to the AgentNoble, for use by the AgentNoble, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Sharesoffering of Common Stock pursuant to this Agreement. Except where the context otherwise requires, "Registration Statement," as used herein, means such registration statement, and as amended at the time of such registration statement's effectiveness for purposes of Section 11 of the Securities Act, as well as any post-effective amendment theretonew registration statement as may have been filed pursuant to Section 7(w), including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference thereintherein (the "Incorporated Documents"), and including (2) any information contained or incorporated by reference in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed Act, (the "Incorporated Information") to be a part of the extent such registration statement information is deemed, pursuant to Rule 430B of or Rule 430C under the Securities Act, or any subsequent to be part of the registration statement on Form F-3 at the effective time, and (3) any abbreviated registration statement filed pursuant to Rule 415(a)(6462(b) under the Securities Act by to register the Company offer and sale of additional shares of Common Stock pursuant to cover any Placement Shares or any subsequent this Agreement. Except where the context otherwise requires, "Prospectus," as used herein, means the base prospectus included in the registration statement on Form F-3 filed pursuant to 462(b) under at the Securities Act, is herein called the “Registration Statement.” The base prospectustime it became effective, including all documents incorporated or deemed incorporated therein by reference at such time or thereafter to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of under the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any "issuer free writing prospectus," as defined in Rule 433 of the Securities Act ("Rule 433"), relating to the Common Stock that (i) is herein called required to be filed with the “Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) (each, an "Issuer Free Writing Prospectus.” "). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, “collectively "XXXXX”").

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the Agent, as sales agent or principal, and/or principal up to that number of shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of $500,000,000 (the “Shares”); provided provided, however, that in no event shall the Company issue or sell to or through the Agent such number of Placement Shares that would (a) exceeds cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if and so long as applicable, General Instruction I.B.6. of Form S-3), (b) exceed the number or amount of shares or dollar amount of Common Shares registered on Stock then available for offer and sale under the currently effective Registration Statement (as defined below) pursuant to which the offering hereunder and under any Terms Agreement (as defined below) is being made or (bc) exceeds exceed the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto Parties acknowledge and agree that compliance with the limitations set forth in this Section 1 on the number Maximum Amount of Placement Shares that may be issued and sold under this Agreement and any Terms Agreement (as defined below) shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The Company agrees that whenever it determines to sell Shares directly to Agent, as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in a form to be agreed upon by the Company and the Agent relating to such sale in accordance with Section 2(b) of this Agreement (each such transaction being referred to as a “Principal Transaction”). Each transaction pursuant to this Agreement in which the Company determines to sell Shares through Agent, as sales agent, is hereinafter referred to as an “Agency Transaction.” The issuance and sale of Placement Shares to or through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and which became effective upon filing with the Registration Statement to issue any Placement SharesU.S. Securities and Exchange Commission (the “Commission”) under Rule 462(e) under the Securities Act (as defined below). The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission, not earlier than three years prior to the date hereof, an “automatic shelf registration statement” (as defined under Rule 405 under the Securities and Exchange Commission (the “Commission”), a registration statement Act) on Form F-3 S-3 (File No. 333-228603262320), including a base prospectus, relating with respect to offerings of certain securities of the Company, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement at the time it became effective specifically relating to the Placement offering of the Shares pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementstatement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-when it became effective amendment theretoupon filing with the Commission, including the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act, as applicable, to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Actcollectively, is are herein called the “Registration Statement.,” The and the base prospectusprospectus included in the registration statement at the time it became effective, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional securities of the Company pursuant to Rule 462(b) under the Securities Act, then any reference to the Registration Statement in this Agreement shall also be deemed to include such abbreviated registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXXEXXXX”). The Company and the Operating Partnership have also entered into separate sales agreements (collectively, the “Separate Sales Agreements”), dated as of even date herewith, with [ ], [ ] and [ ] (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal thereunder, a “Separate Agent”), for the issuance and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Sales Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Sales Agreements” and together with the Separate Sales Agreements, the “Alternative Sales Agreements”) with one or more additional agents and/or principals. The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Sales Agreements shall not exceed the Maximum Amount.

Issuance and Sale of Shares. The Company agrees parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on described in the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603231653), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more shall prepare and file with the Commission a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement or (as defined belowc) exceeds the number of authorized but unissued shares of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603249901), including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, Act or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees thatto issue and sell through Ascendiant, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”)in this Agreement; provided however, that in no event shall will the Company issue or sell through the Agent Ascendiant such number of Placement Shares that would (a) exceeds cause the number aggregate offering price of shares or dollar amount such Placement Shares to exceed the remaining maximum aggregate offering price of Common Shares securities of the Company registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds exceed the number of the Company’s authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall will be the sole responsibility of the Company and that the Agent shall Ascendiant will have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Ascendiant will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “SEC”), although nothing in this Agreement shall will be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filedfiled with the SEC, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603235896), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish ) to the Agent, for use by the Agent, copies of the base prospectus included as part of such the registration statement. The Company will furnish to Ascendiant, for use by it, copies of the prospectus included as part of the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where when the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such the registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission SEC pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Prospectus, or any amendment or supplement thereto shall will be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to respecting the Registration Statement or the Prospectus shall will be deemed to refer to and include the filing after the execution hereof of any document with the Commission SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus Prospectus, or to any amendment or supplement thereto shall will be deemed to include the most recent copy filed with the Commission SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission SEC (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth hereinherein and any Terms Agreement (defined below), it may issue and sell to or through or to the AgentCowen, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $500,000,000.00 (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares or dollar amount of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became (or will become) effective automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an automatic shelf registration statement on Form F-3 (File No. 333-228603)S-3ASR, including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus Shares (the “ATM Prospectus”) included as part of such registration statement statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the ATM Prospectus included as part of such registration statement. The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433), relating to the Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalMLV, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock that are not reserved for other purposes (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, prospectus relating certain securities including to the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared will, if necessary, prepare one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the each, a “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the any Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the any Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, up to $500,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603237094), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement statement, specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). In connection with this Agreement, the Company and the Agent hereby agree to terminate that certain At Market Issuance Sales Agreement by and between the Company and X. Xxxxx Securities, Inc., dated as of January 22, 2021 (the “January 2021 Sales Agreement”), provided that Section 7(g), Section 10, Section 11, Section 17 and Section 18 of the January 2021 Sales Agreement shall remain in full force and effect.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAegis, as its exclusive sales agent or principalagent, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided however, that in no event shall will the Company issue or sell through the Agent Aegis such number dollar amount of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (would exceed the lesser of $1,753,430 or the Company’s maximum offering amount permitted under its then current shelf registration capacity using Form S-3 in the aggregate (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall will be the sole responsibility of the Company and that the Agent shall Aegis will have no obligation in connection with such compliance, provided that Aegis follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through the Agent Aegis will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “SEC”), although nothing in this Agreement shall will be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 25. The Company has filedfiled with the SEC, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603269183), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish ) to the Agent, for use by the Agent, copies of the base prospectus included as part of such the registration statement. The Company will furnish to Aegis, for use by it, copies of the prospectus included as part of the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where when the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such the registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission SEC pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Prospectus, or any amendment or supplement thereto shall will be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to respecting the Registration Statement or the Prospectus shall will be deemed to refer to and include the filing after the execution hereof of any document with the Commission SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus Prospectus, or to any amendment or supplement thereto shall will be deemed to include the most recent copy filed with the Commission SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission SEC (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common Stock”) through the Agents as sales agents or principals (the “Placement Shares”); provided however, that in no event shall the Company issue or and sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on Stock covered by the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on covered by the Prospectus Supplement (as defined below) (the lesser of (a) or (b) being the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent Agents will be effected affected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (Reg No. 333-250152) (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 (File S-3 on November 18, 2020, as amended by Amendment No. 333-228603)1 to Form S-3 filed on November 23, 2020, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common shares, no par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603238324), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEDXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCF&Co, acting as sales agent or and/or principal, up to 5,243,900 shares (the “Placement Shares”); ) of the Company’s common sharesshares of beneficial interest, par value $0.01 0.001 per share (the “Common Shares”); provided however, that in no event shall exclusive of the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of 2,756,100 Common Shares registered on previously sold under the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”)Sales Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use issue the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603142147), including as amended by Post-Effective Amendment No. 1 filed on August 19, 2008, as amended by Post-Effective Amendment No. 1 filed on August 22, 2008, which contains a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)statement. The Company will furnish has furnished to the AgentCF&Co, for use by the AgentCF&Co, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (a “Free Writing Prospectus”), as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common shares8.20% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Common SharesPreferred Stock”); , provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has also entered into a separate At Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreement, issue and sell through or to X. Xxxxx FBR, Inc. (“Alternative Agent”), acting as agent and/or principal, the Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603221725), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Distribution Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s voting common sharesstock, no par value $0.01 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Distribution Agent such number of Placement Shares that (a) exceeds the number dollar value of shares or dollar amount of Common Shares company securities registered on on, but not yet sold and issued under, the effective Registration Statement (as defined below) pursuant to which the offering of the Placement Shares is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Distribution Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Distribution Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603214192), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Distribution Agent, for use by the Distribution Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement or (as defined belowc) exceeds the number of authorized but unissued shares of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties Parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603249901), including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, Act or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentEvercore, acting as sales agent or and/or principal, shares (the “"Placement Shares”); ") of the Company’s 's common shares, no par value $0.01 per share (the “"Common Shares”"); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”)US$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Common Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Evercore shall have no obligation in connection with such compliance. The issuance and sale of Placement Common Shares through the Agent Evercore will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement the Common Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended prepared and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), filed a registration statement on Form F-3 (File No. 333-228603237810) under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission promulgated thereunder (the "Securities Act Regulations"), and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time (including post-effective amendments), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Securities Act Regulations at such time, is herein called the "Registration Statement." The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Common Shares (the "Prospectus Supplement") to a form of base prospectusprospectus included in the Registration Statement in the form heretofore delivered to Evercore. Such base prospectus in the form in which it appears in the Registration Statement is hereinafter called the "Base Prospectus." Such Prospectus Supplement, relating certain securities in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Placement Shares to Base Prospectus as so supplemented), as may be issued further supplemented from time to time time, is hereinafter called the "Prospectus." Any reference herein to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to include the documents incorporated by reference therein. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act. "Permitted Free Writing Prospectuses" means the documents, if any, listed on Schedule 1 hereto, and "broadly available road show" means a "bona fide electronic road show" as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. The terms "supplement", "amendment", and "amend" as used herein with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall include all documents subsequently filed by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of Commission pursuant to the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “"Exchange Act”"). The Company has prepared one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or that are deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references Each party covenants to the Registration Statementother party that (i) it will not undertake any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of the Prospectus sale of the Placement Shares in Canada; (ii) it will not undertake an offer or sale of any Placement Shares through the facilities of the Toronto Stock Exchange ("TSX") or any other Canadian trading market (together with the TSX, a "Canadian Market"); and (iii) it will not undertake an offer or sale of any of the Placement Shares to any person that it knows or has reason be believe is in Canada or has been pre-arranged with a buyer in Canada, or to any amendment person who it knows or supplement thereto shall be deemed has reason to include believe is acting on the most recent copy filed with behalf of persons in Canada or to any person whom it knows or has reason to believe intends to reoffer, resell or deliver the Commission Placement Shares in Canada through the facilities of a Canadian Market or to any persons in Canada or acting on the behalf of persons in Canada, in each case pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”)this Agreement.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, $0.001 par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of an aggregate amount up to 40,000,000 Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Agents shall have no obligation in connection with such compliance, provided that the Agents strictly follow the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Placement Shares through the Agent will Agents shall be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement Registration Statement on Form F-3 S-3 (File No. 333-228603173682), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to each of the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as define herein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalMLV, shares (the “Placement Shares”); ) of the Company’s common shares10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 0.0001 per share (the “Common SharesPreferred Stock”); , provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603183750), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees parties agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common Stock”), through the Agents as sales agents or principals (the “Placement Shares”); provided however, that in no event shall the Company issue or and sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on Stock covered by the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on covered by the Prospectus Supplement (as defined below) (the lesser of (a) or (b) being the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent Agents will be effected affected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (Reg No. 333-262289) (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 (File No. 333-228603)S-3 on January 21, 2022, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from From time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through or to the Agent, as sales agent or principal, shares (Agent the “Placement Shares”); of the Company’s common shares, par value $0.01 per share (the “Common Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) and included in the Prospectus (as defined below) pursuant to which the offering is offerings contemplated hereunder are being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (of Preferred Stock, as defined below) applicable (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on with respect to the number of Placement Shares issued and sold under this Agreement Maximum Amount shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603214023), including a base prospectus, relating to certain securities of the Company, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement at the time of such registration statement’s effectiveness, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act430B, is herein called the “Registration Statement.” The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). If the Company files a successor registration statement with respect to the Placement Shares, after effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include the final form of prospectus, including all documents included therein by reference, included in any such registration statement at the time such registration statement became effective. The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of under the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act ), is herein called the “Prospectus.” The Company will furnish to Agent, for use by Agent, copies of the Prospectus. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement as set forth below, on the terms and subject to the conditions set forth herein, it may issue and sell to or through or to the AgentUS Tiger Securities, Inc., acting as sales agent or principal, shares and/or principal (the “Placement SharesSales Agent”); of , the Company’s common Class A ordinary shares, par value $0.01 0.0001 per share (the “Common Class A Ordinary Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant subject to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of Placement Class A Ordinary Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in . The term of this Agreement shall be construed as requiring commence on the Company to use date on which the Registration Statement to issue any Placement Shares(as defined below) is declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form F-3 (File No. 333-228603)F-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares Class A Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the base prospectus offering of Class A Ordinary Shares pursuant to this Agreement included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”). The As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement SharesShares (as defined below). Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) any 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusInitial Prospectus, including all documents incorporated or deemed incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented from time to time by the Prospectus Supplementany additional prospectus supplement, in the form in which such base prospectus Base Prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentXX Xxxxx, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s Class A common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $75,000,000 (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent XX Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through the Agent XX Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Common Stock. The Company acknowledges and agrees that sales of Placement SharesShares under this Agreement may be made through affiliates of XX Xxxxx, and that XX Xxxxx may otherwise fulfill its obligations pursuant to this Agreement to or through an affiliated broker-dealer. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603267112), including a base prospectus, relating to certain securities securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Active\1608832827.6 Company has prepared one or more a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish has furnished to the AgentXX Xxxxx, for use by the AgentXX Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is consented to by XX Xxxxx, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth hereinherein and any Terms Agreement (defined below), it may issue and sell to or through or to the AgentXX Xxxxx, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number having an aggregate offering price of Placement Shares that up to $237,000,000 (a) exceeds the number of shares or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company Company, and that the Agent XX Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent XX Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement the Shares. The Company has filedacknowledges and agrees that sales of the Shares under this Agreement may be made through affiliates of XX Xxxxx, and that XX Xxxxx may otherwise fulfill its obligations pursuant to this Agreement to or through an affiliated broker-dealer. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more a prospectus supplements specifically relating to the Shares (the “ATM Prospectus”) included in addition to the base prospectus included as part of such registration statement statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the ATM Prospectus included as part of such registration statement. The Company will shall furnish to the AgentXX Xxxxx, for use by the AgentXX Xxxxx, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” Any registration statement and amendments thereto filed pursuant to Rule 462(b) of the Securities Act and relating to the offering covered by the Registration Statement is herein called a “Rule 462(b) Registration Statement” and, after such filing, the “Registration Statement” shall include any Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Shares that (i) is consented to by XX Xxxxx (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any document shall be deemed satisfied if the same is filed with the Commission through XXXXX.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalMLV, shares (the “Placement Shares”); ) of the Company’s Series A common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); ) up to an aggregate offering price of $20,000,000, provided however, that in no event shall the Company issue or sell through the Agent MLV such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock that are not reserved for any other purpose (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603200745), including a base prospectus, prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more will prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the base prospectus included as part of such registration statement, as supplemented supplemented, if at all, by the Prospectus Supplement, Supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principalDistribution Agents, shares (the “"Placement Shares”); ") of the Company’s 's voting common sharesstock, par value $0.01 1.00 per share (the “"Common Shares”Stock"); , provided however, that in no event shall the Company issue or sell through the Agent Distribution Agents such number of Placement Shares that (a) exceeds the number dollar value of shares or dollar amount of Common Shares company securities registered on on, but not yet sold and issued under, the effective Registration Statement (as defined below) pursuant to which the offering of the Placement Shares is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or and (b) ), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Distribution Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”"), with the Securities and Exchange Commission (the “"Commission”"), a registration statement on Form F-3 S-3 (File No. 333-228603188040), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “"Exchange Act”"). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “"Prospectus Supplement”"). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “"Registration Statement.” " The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”"EXXXX").

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”). Following the time that the New Registration Statement (as defined below) is declared effective under the Securities Act of 1933, as amended (the “Securities Act”) by the Securities and Exchange Commission (the “Commission”), $70,000,000 of Placement Shares, inclusive of any Placement Shares remaining unsold under this Agreement pursuant to the Prior Prospectus (as defined below), shall be available for offer and sale (the “Available Placement Shares”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Placement Shares registered on the effective Registration Statement and included in the Prospectus (as defined below) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Common Stock (the lesser of (a), (b) or (b) c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)filed by the Company and declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933Act, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603333–198005), relating to certain securities, including a base prospectus, relating to certain securities including securities, and a prospectus dated May 6, 2016 specifically relating to a portion of the Placement Shares to be issued from time to time by (the Company“Prior Prospectus”), and which incorporates by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more prospectus supplements to shall file with the base prospectus included as part Commission, in accordance with the provisions of such the Securities Act, and the Securities Act Regulations, a registration statement specifically on Form S-3 (the “New Registration Statement”), relating to certain securities, including a prospectus relating to the Available Placement Shares (the “Prospectus SupplementPlacement Share Prospectus”), and which incorporates by reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Exchange Act, and the rules and regulations thereunder. The Following the date that the New Registration Statement is declared effective by the Commission, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementPlacement Share Prospectus, as supplemented supplemented, if at all, by the Prospectus Supplement, any prospectus supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statementthe New Registration Statement, as amended when it becomes effective, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusPlacement Share Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base Placement Share Prospectus and/or any prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Application system when used by the Commission any successor thereto (collectively, “XXXXX”).”

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) or (c) exceeds the number of authorized but unissued shares of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603227466), including a base prospectus, relating to certain securities securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesCommon Stock, par value $0.01 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3, including (File No. 333-228603a) a base prospectus relating to certain securities (including the Common Stock) to be issued from time to time by the Company (the “Base Prospectus”), including and (b) a base prospectus, prospectus supplement to the Base Prospectus included as part of such registration statement (the “ATM Prospectus”) specifically relating certain securities including to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more prospectus supplements will furnish to the base prospectus Agents, for use by the Agents, copies of the Base Prospectus included as part of such registration statement specifically and the ATM Prospectus relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies offer and sale of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base Base Prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of common stock of the Company’s common shares, $0.001 par value $0.01 per share (the “Common SharesStock”); provided ) having an aggregate offering price of up to $35,000,000, provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of shares of Common Shares registered on Stock that may be sold pursuant to the effective Registration Statement (as defined below) pursuant to which the offering is being made ), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (less shares of Common Stock issuable upon exercise, conversion or dollar amount registered on exchange of any outstanding securities of the Prospectus Supplement (as defined belowCompany or otherwise reserved from the Company’s authorized capital stock) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the or to Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603)257670, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements to the base prospectus included as part of such registration statement supplement specifically relating to the Placement Shares (the “Prospectus Supplement”)) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent or principalagent, shares (the “Placement Shares”); of the Company’s common sharesCommon Stock, par value $0.01 0.00001 per share (the “Common SharesStock”); provided however, that in no event shall the Company issue or sell through the Agent Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on for which the Company has filed the ATM Prospectus Supplement (as defined below) (the lesser of (a) or and (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled or will file, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including (a) a base prospectus, prospectus relating to certain securities (including the Placement Shares) to be issued from time to time by the Company, and (b) an At Market Issuance Sales Agreement prospectus (“ATM Prospectus”) specifically relating to the offer and sale of some or all of the Placement Shares to be issued from time to time by the CompanyCompany in a Placement (as defined below), and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more prospectus supplements to , and the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”)rules and regulations thereunder. The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by statement and the ATM Prospectus Supplement, relating to the offer and sale of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover the issuance and sale of any Placement Shares or any subsequent registration statement on Form F-3 S-3 filed by the Company pursuant to Rule 462(b) under the Securities ActAct for the issuance and sale of any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, up to $500,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603237094), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement statement, specifically relating to the Placement Shares (the “Prospectus SupplementATM Prospectus”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicableSystem (“EXXXX”). In connection with this Agreement, the Interactive Data Electronic Application system when used Company and the Agent hereby agree to terminate that certain At Market Issuance Sales Agreement by and between the Commission Company and B. Xxxxx Securities, Inc., dated as of November 10, 2020 (collectively, the “XXXXXNovember 2020 Sales Agreement”), provided that Section 7(g), Section 10, Section 11, Section 17 and Section 18 of the November 2020 Sales Agreement shall remain in full force and effect.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.0001 per share (the “Common SharesStock”); , provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made made, or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Common Stock (the lesser of (a) or ), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-228603)S-3, including a base prospectus, prospectus relating certain securities including to the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more will, if necessary, prepare a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentBRFBR, as sales agent or principal, up to $250,000,000 shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell through the Agent or to BRFBR such number of Placement Shares (as defined below) that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (bc) exceeds the “Maximum Amount”)number of authorized but unissued shares of Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form F-3 S-3 (File No. 333-228603237094), including a base prospectus, prospectus relating to certain securities of the Company including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, specifically relating to the Shares (the “ATM Prospectus”). The Company will furnish to BRFBR, for use by BRFBR, copies of the ATM Prospectus, as supplemented by the Prospectus Supplementany prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities ActAct Regulations, or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, collectively, is herein called the “Registration Statement.,” The base prospectusand the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such base prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, par value $0.01 0.001 per share (the “Common Stock”) having an aggregate offering price of up to $70,000,000, and, after March 21, 2014, $40,000,000 of such Placement Shares (the “New Placement Shares”) available for offer and sale are in addition to any offer and sales of Placement Shares remaining unsold under this Agreement pursuant to the Prior Prospectus Supplement (as defined below) (the “Old Placement Shares”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Placement Shares registered on the effective Registration Statement and included in the Prospectus Supplement (each as defined below) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Common Stock (the lesser of (a), (b) or (b) c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form F-3 S-3 (File No. 333-228603333–178480), relating to certain securities, including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more and filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations a prospectus supplements supplement, dated August 31, 2012, to the base prospectus included as part of such registration statement specifically relating to the Old Placement Shares and the MLV Shares (as defined below) (the “Prior Prospectus Supplement”). The Company will furnish has also has prepared a prospectus supplement to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statementstatement specifically relating only to the New Placement Shares (the “New Prospectus Supplement”). Such Prior Prospectus Supplement and New Prospectus Supplement are each referred to herein as a “Prospectus Supplement”. The Company will furnish to Agent, for use by Agent, copies of the prospectus, as supplemented by the Prospectus Supplement, relating to the Placement Shares. The Company may file one or more additional registration statements from time to time that will contain a base prospectus, prospectus and/or prospectus supplement with respect to the Placement Shares, which documents shall constitute the “Prospectus Supplement” and “Prospectus,” as applicable, under this Agreement with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX.”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common shares8.20% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Common SharesPreferred Stock”); , provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) of Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has also entered into a separate At Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreement, issue and sell through or to JMP Securities LLC (“Alternative Agent”), acting as agent and/or principal, the Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603221725), including a base prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Subject to the next paragraph, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent or and/or principal, shares (the “Placement Shares”); ) of the Company’s common sharesstock, $1.00 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $50,000,000 (the “Maximum Amount”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”)Company’s Common Stock. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number aggregate offering price of the Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided pursuant to any Placement Notice (as defined below), including, without limitation, not selling in excess of the number of Placement Shares specified in any Placement Notice. The issuance and sale of Placement Shares through the Agent will shall be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement SharesCommon Stock. The Company has filed, filed in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603273713), including a base prospectus, relating to certain securities (including the Placement Shares Shares) to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has also prepared one or more a prospectus supplements supplement to the base prospectus included as part of such the registration statement statement, which specifically relating relates to the Placement Shares to be issued from time to time by the Company (the “ATM Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the ATM Prospectus Supplement, Supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 430B, 430C or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActShares, is collectively are herein called the “Registration Statement.” The base prospectusATM Prospectus Supplement, including all documents incorporated or deemed to be incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or the ATM Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated incorporated, or deemed incorporated, by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Application Applications system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); ) of common stock of the Company’s common shares, $0.001 par value $0.01 per share (the “Common SharesStock”); provided , provided, however, that in no event shall the Company issue or sell sell, through or to the Agent such number of Agent, Placement Shares for an aggregate gross sales proceeds that would exceed (a) exceeds the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or ), (b) exceeds the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) dollar amount registered on of shares of Common Stock permitted to be sold under Form S-3, including General Instruction I.B.6 of Form S-3, or (iv) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the lesser least of (ai), (ii), (iii) or and (b) iv), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliancecompliance provided the Agent follows the trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through the Agent hereunder will be effected pursuant to the Registration Statement and at no earlier time than such time as the Registration Statement shall have been declared effective by the Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 24. As of the date hereof, the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603262402), including a base prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) 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 of or 462(b) under the Securities Act, Act or any subsequent registration statement on Form F-3 S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference reference, to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplementone or more prospectus supplements, in the form in which such base prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEDGAR”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement or the Alternative Sales Agreement (as defined below), on the terms and subject to the conditions set forth hereinherein or therein, it may issue and sell through Xxxxxxxxxx or to the Agentan Alternative Sales Agent (as defined below), acting as sales agent or principalagent, shares (the “Placement Shares”); ) of the Company’s common shares8.0% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Common SharesPreferred Stock”); provided however, that in no event shall the Company issue or sell through Xxxxxxxxxx and the Alternative Sales Agent such number of Placement Shares that in the aggregate (a) exceeds the number value of shares or dollar amount of Common Shares Preferred Stock registered on the effective Registration Statement (as defined below) registration statement pursuant to which the offering is being made made, or (b) exceeds the number of authorized but unissued shares or dollar amount registered on of the Prospectus Supplement (as defined below) Company’s Preferred Stock (the lesser of (a) or and (b) ), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Xxxxxxxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Xxxxxxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesPreferred Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (SEC File No. 333-228603169651), including a base prospectus, relating certain securities with respect to equity and other offerings, including the Placement Shares to be issued from time to time by the CompanyShares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared one or more will prepare a prospectus supplements supplement (the “Prospectus Supplement”) to the base prospectus to be included as part of such registration statement specifically relating with respect to this offering of Shares by Xxxxxxxxxx and the Alternative Sales Agent pursuant to the Placement Shares (Agreement and the “Prospectus Supplement”)Alternative Sales Agreement. The Company will furnish to the AgentXxxxxxxxxx, for use by the AgentXxxxxxxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the any Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is collectively, are herein called the “Registration Statement.,” The and the base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company has also entered into a separate At the Market Sales Agreement (the “Alternative Sales Agreement”), dated of even date herewith, with MLV & Co. LLC, formerly XxXxxxxx, Xxxxx & Vlak LLC (the “Alternative Sales Agent”) for sales of Shares pursuant to terms substantially similar to those set forth herein.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, up to $30,000,000 of shares of common stock (the “Placement Shares”); ) of the Company’s common shares, par value $0.01 0.001 per share (the “Common SharesStock”); provided provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceeds exceed the number of shares or dollar amount of shares of Common Shares Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds exceed the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement of Common Stock (as defined below) (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) on March 31, 2014, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 S-3 (File No. 333-228603194411), including a base prospectusprospectuses, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared one or more a prospectus supplements supplement to the base prospectus included as part of such the registration statement specifically relating statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the Prospectus Supplement, in the form in which such base prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).