Common use of Pursuant to the Securities Act Clause in Contracts

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a "shelf" registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343), which registration statement was declared effective on March 22, 2013, for the registration of the sale of certain securities of the Company, including the Shares, 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"). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "Registration Statement". If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the Shares, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "Base Prospectus") in accordance with the provisions of Rule 430B ("Rule 430B") and Rule 424(b) ("Rule 424(b)") of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "Rule 430B Information"; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares that omitted Rule 430B Information, is hereinafter collectively called a "Preliminary Prospectus." The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents for use in connection with the offering and confirmation of the sales of the Shares, is hereinafter collectively called the "Prospectus." Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder (the "Exchange Act Regulations"), on or before the date of this Agreement, or the issue date of the Base Prospectus, or the Prospectus, as the case may be; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "contained, "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343189538), which registration statement was declared effective on March July 22, 2013, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "“Preliminary Prospectus." ” The Preliminary Prospectus, subject to completion, dated May 14, 2014, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343183543), which registration statement was declared effective on March 22October 3, 20132012, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "“Preliminary Prospectus." ” The Preliminary Prospectus, subject to completion, dated May 27, 2015, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules (and related notes) and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules (and related notes) and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343201341), which registration statement was declared effective on March 22April 2, 20132015, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any the prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "the “Preliminary Prospectus." ” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a the Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "shelf" shelf registration statement, and an amendment or amendments thereto, statement on Form S-3 (S-3, File No. 333-187343)221492, which registration statement was declared effective on March 22, 2013, for including a base prospectus (the registration “Base Prospectus”) to be used in connection with the public offering and sale of the sale of certain securities of the CompanyPublic Shares. Such registration statement, as amended, including the Sharesfinancial statements, exhibits and schedules thereto, in the form in which it became effective under the U.S. Securities Act of 1933, as amended (the "“Securities Act"”), and the rules and regulations of the Commission promulgated thereunder (collectively, the "“Securities Act Regulations"”). Such registration statement, including the exhibits thereto, as amended all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the date time of this Agreementeffectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is hereinafter called the "“Registration Statement". If .” Any registration statement filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of under the Securities Act Regulations relating to in connection with the Shares, then, offer and sale of the Public Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such filing, any reference herein to the Rule 462(b) Registration Statement the term “Registration Statement” shall also be deemed to include such registration statement filed pursuant to the Rule 462(b) Registration Statement. The preliminary prospectus supplement, dated August 5, 2020, describing the Public Shares and the offering thereof (the “Preliminary Prospectus Supplement”). After execution and delivery of this Agreement, the Company will prepare and file together with the Commission a Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus Supplement and any other prospectus supplement to the base prospectus included Base Prospectus in preliminary form that describes the Registration Statement (Public Shares and the "Base Prospectus") in accordance with Offering thereof and is used prior to the provisions of Rule 430B ("Rule 430B") and Rule 424(b) ("Rule 424(b)") filing of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "Rule 430B Information"; Prospectus (as defined below), together with the Base Prospectus, together with any is called a “preliminary prospectus.” As used herein, the term “Prospectus” shall mean the final prospectus supplement used in connection with to the offering of Base Prospectus that describes the Public Shares that omitted Rule 430B Information, is hereinafter collectively called a "Preliminary Prospectus." The Base Prospectusand the Offering thereof, together with the final prospectus supplement which includes the Rule 430B InformationBase Prospectus, in the form first furnished used by the Underwriter to the Placement Agents for use in connection with the offering and confirmation of the confirm sales of the Shares, is hereinafter collectively called Public Shares or in the "Prospectus." Any reference form first made available to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462(b) Registration Statement, a any Preliminary Prospectus or the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and the Prospectus shall be deemed to refer to and include any “electronic Prospectus” provided for use in connection with the documents incorporated or deemed incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations offering of the Commission promulgated thereunder (the "Exchange Act Regulations"), on or before the date of this Agreement, or the issue date of the Base Prospectus, or the Prospectus, as the case may be; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "contained, "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, or the Prospectus, as the case may bePublic Shares.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a "shelf" registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343), which registration statement was declared effective on March 22, 2013, for the registration of the sale of certain securities of the Company, including the Shares, 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"). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "Registration Statement". If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the Shares, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "Base Prospectus") in accordance with the provisions of Rule 430B ("Rule 430B") and Rule 424(b) ("Rule 424(b)") of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "Rule 430B Information"; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares that omitted Rule 430B Information, is hereinafter collectively called a "Preliminary Prospectus." The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Agent for use in connection with the offering and confirmation of the sales of the Shares, is hereinafter collectively called the "Prospectus." Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder (the "Exchange Act Regulations"), on or before the date of this Agreement, or the issue date of the Base Prospectus, or the Prospectus, as the case may be; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "contained, "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343189538), which registration statement was declared effective on March July 22, 2013, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "“Preliminary Prospectus." ” The Preliminary Prospectus, subject to completion, dated October 23, 2013, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343201907), which registration statement was declared effective on March 22February 13, 20132015, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "“Preliminary Prospectus." ” The Preliminary Prospectus, subject to completion, dated August 2, 2017, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343183543), which registration statement was declared effective on March 22October 3, 20132012, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "“Preliminary Prospectus." ” The Preliminary Prospectus, subject to completion, dated April 29, 2013, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules (and related notes) and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules (and related notes) and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a "“shelf" ” registration statement, and an amendment or amendments thereto, on Form S-3 (File No. 333-187343183543), which registration statement was declared effective on March 22October 3, 20132012, for the registration of the sale of certain securities of the Company, including the SharesPublic Securities, 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"”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "“Registration Statement"”. If the Company files a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act Regulations relating to the SharesPublic Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the "“Base Prospectus"”) in accordance with the provisions of Rule 430B ("“Rule 430B"”) and Rule 424(b) ("“Rule 424(b)"”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the "“Rule 430B Information"”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Shares Public Securities that omitted Rule 430B Information, is hereinafter collectively called a "“Preliminary Prospectus." ” The Preliminary Prospectus, subject to completion, dated October 3 2013, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Placement Agents Underwriters for use in connection with the offering and confirmation of the sales of the SharesPublic Securities, is hereinafter collectively called the "“Prospectus." ” Any reference in this Agreement to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the "“Incorporated Documents"”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the rules and regulations of the Commission promulgated thereunder (the "“Exchange Act Regulations"”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms "“amend," "” “amendment" ” or "“supplement" ” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules (and related notes) and any other information which is "“contained, "“included," "” “described," "” “referenced," "” “set forth" ” or "“stated" ” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules (and related notes) and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.