Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent or the Forward Seller under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent and the Forward Seller promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Shares and no Placement Notice is pending, the Company may satisfy this Section 8(a)(i) by notifying the Sales Agent and the Forward Seller, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement, (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s or the Forward Seller’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCurrent Seller’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Current Seller (provided, however, that the failure of the Sales Agent or the Forward Seller to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s or the Forward Seller’s right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement), further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent and the Forward Seller within a reasonable period of time before the filing and the Sales Agent has and the Forward Seller have not reasonably objected thereto (provided, however, that the failure of the Sales Agent or the Forward Seller to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s or the Forward Seller’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Sales Agent and the Forward Seller at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; XXXXX and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule172); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, howeverhowever that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, further, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed, subject to compliance with Section 4 hereof); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement, subject to compliance with Section 4 hereof) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Sales Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Sales Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Sales Agents (provided, however, that the failure of the Agent Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Sales Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Sales Agents within a reasonable period of time before the filing and the Agent has Sales Agents have not reasonably objected thereto (provided, however, that (A) the failure of the Agent Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide any Sales Agent any advance copy of such filing or to provide any Sales Agent an opportunity to object to such filing if such filing does not name the Sales Agent or does not relate to the transactions contemplated hereunder, and provided, further, that the only remedy the Agent Sales Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agent Sales Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); ): (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than (A) Incorporated DocumentsDocuments and (B) any prospectus supplement filed in connection with an underwritten offering of securities of the Company, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time sufficient to provide the Agent a reasonable opportunity to comment on any such proposed amendment or supplement before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) ), and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus the Prospectus, as applicable, or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus the Prospectus, as applicable, that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, the Prospectus relating to the Placement Common Shares or a security convertible into or exchangeable or exercisable for the Placement Common Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andAct, or, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the a Designated Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the either Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the neither Agent has not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however, that (A) the failure of the either Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Sales Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Sales Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Sales Agents (provided, however, that the failure of the Agent Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Sales Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Sales Agents within a reasonable period of time before the filing and the Agent has Sales Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Sales Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agent Sales Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the a Designated Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the either Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the neither Agent has not reasonably objected thereto (provided, however, that the failure of the either Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying the Sales Agents, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Sales Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Current Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Current Sales Agent (provided, however, that the failure of the Agent Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Sales Agents within a reasonable period of time before the filing and the Agent has Sales Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the each Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement until its termination pursuant to Section 11 and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected in writing thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated under this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name Agent and does not relate to the transaction herein provided, further, that and (C) the only remedy the Agent shall have with respect to the Company’s making failure by the Company to provide Agent with such copy or the filing notwithstanding the of such amendment or supplement despite Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andAct, or in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not to file any amendment or supplement with the Commission under this Section 8(a) based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company) and (v) prior to the termination of this Agreement, the Company will notify Agent if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any the period in which the Prospectus a prospectus relating to any the Placement Shares is required to be delivered by the Agent Canaccord under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Canaccord promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon the AgentCanaccord’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCanaccord’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Canaccord (provided, however, however that the failure of the Agent Canaccord to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the AgentCanaccord’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iiiiv) the Company will not file submit to Canaccord a copy of any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within Prospectus a reasonable period of time before the filing thereof and the Agent has not reasonably objected thereto will afford Canaccord and Canaccord’s counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing; and (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereofv) will be to cease making sales under this Agreement) and the Company it will furnish to the Agent Canaccord at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b424 (b) of the Securities Act andRules and Regulations or, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus that relates to the transaction contemplated by this Agreement or for additional information; information that relates to the transaction contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto within two (2) Business Days (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder, and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Sales Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the each Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Sales Agents (provided, however, that the failure of the Agent Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Sales Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Sales Agents within a reasonable period of time before the filing and the Agent has Sales Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Sales Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agent Sales Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period prior to any filing of time before an amendment or supplement to the filing and the Agent has not reasonably objected thereto Registration Statement or Prospectus (provided, however, that the failure of the Sales Agent to make such an objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Designated Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Designated Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Designated Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not relate to the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which the Prospectus a prospectus relating to any the Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Act; (iii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinionopinion and upon the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, however that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iiiiv) the Company will not file submit to the Agents a copy of any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent Agents’ counsel a reasonable opportunity to make comment on any such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right proposed filing prior to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXXproposed filing; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement; (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to or otherwise affect the transactions contemplated by this Agreement; and (C) provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated by reference therein, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a U.S. Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or U.S. Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, U.S. Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or U.S. Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has have not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement; (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to or otherwise affect the transactions contemplated by this Agreement; and (C) provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated by reference therein, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, based on the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent and does not reference the transactions contemplated hereby; provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the any Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of any of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the any Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the any Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, (A) that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder, and provided, further, (C) that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to provide Agent with such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will copy shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Until such time as the Company shall have effected such compliance, the Company shall not notify the Agents to resume the offering of Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agent Aegis under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act): (i) the Company will notify the Agent Aegis promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon the AgentAegis’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentAegis’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by the Agent Aegis (provided, however, that the failure of the Agent Aegis to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect the AgentAegis’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall Aegis will have with respect to respecting the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares ADSs unless a copy thereof has been submitted to the Agent Aegis within a reasonable period of time before the filing and the Agent Aegis has not reasonably objected thereto within two (2 Business Days (provided, however, that the failure of the Agent Aegis to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect the AgentAegis’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Aegis will have respecting the Agent shall have failure by the Company to provide Aegis with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) copy will be to cease making sales under this Agreement) and the Company will furnish to the Agent Aegis at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission SEC as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, will be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Designated Agent (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated by reference therein, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 8(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the Placement Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days following its receipt of a copy thereof (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or an opportunity to object to such filing if such filing does not name or reference the Agent or the transactions contemplated hereunder, and provided, further, that (C) the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s such Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which the Prospectus a prospectus relating to any the Placement Shares is required to be delivered by the Agent Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or and has become effective (each, a “Registration Statement Amendment Date”) or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon the Agent’s Sales Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Sales Agents’ reasonable opinionopinion based upon the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Sales Agents (provided, however, that the failure of the Agent Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); and (iiiiv) the Company will not file submit to the Sales Agents a copy of any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within Prospectus a reasonable period of time before the filing thereof and will afford the Sales Agents and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent Sales Agents’ counsel a reasonable opportunity to make comment on any such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right proposed filing prior to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXXproposed filing; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed; provided that the Company has no obligation to provide the Sales Agents any advance copy of such filing or to provide the Sales Agents an opportunity to comment on such filing if such filing does not name the Sales Agents and does not reference the transactions contemplated hereby.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement) and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting other than the Agent’s rights under Section 9 10 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected in writing thereto within two (2) business days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) consent will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has have not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a any applicable similar rule) (the “Prospectus Delivery Period”); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within Agents a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement, further(B) that, that if the only remedy Agents objects thereto, the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to Agents may cease making sales of Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not name the Agents or does not relate to the transactions contemplated hereunder or under this any Terms Agreement); (iv) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than the Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in (without reliance on Rule 424(b)(8) of the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, based on the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent and does not reference the transactions contemplated hereby; provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Designated Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Designated Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Designated Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via -20- ‌ ​ ​ ​ ​ XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the a Designated Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not relate to the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares (other than any document incorporated by reference) unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to provide Agent with such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will copy shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent and does not reference the transactions contemplated hereby; provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s 's reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be upon advice of counsel is necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s 's right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time at least three Business Days before the filing and the Agent has not reasonably objected thereto within such three Business Day period (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s 's right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder, and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company's reasonable opinion or reasonable objections, shall be made exclusively by the Company) provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Units is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company Partnership will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) if any event shall occur as a result of which, in the Company reasonable opinion of the Partnership or the Agent, it becomes necessary to amend or supplement the Registration Statement or Prospectus in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, the Partnership will prepare and file with the Commission, promptly upon the Agent’s requestreasonable request or upon the determination of the Partnership, any amendments or supplements to the Registration Statement or Prospectus so that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Units by the Agent Agent, the Prospectus as so amended or supplemented will not, in light of the circumstances when it is so delivered, be misleading (provided, however, that the failure of the Agent to make such request shall not relieve the Company Partnership of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company Partnership in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); , (iii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares Units or a security convertible into or exchangeable or exercisable for the Placement Shares Units unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company Partnership in this Agreement and (B) the Partnership has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Partnership to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company Partnership will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company Partnership will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Partnership’s reasonable opinion or reasonable objections, shall be made exclusively by the Partnership). Notwithstanding the foregoing, this Section 7(a) shall not be construed to limit the Partnership’s ability to file with the Commission a registration statement on Form S-3 pursuant to Rule 415(a)(6) of the Securities Act to cover any securities registered pursuant to the current Registration Statement, including any Placement Units, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not “relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares ADSs or a security convertible into or exchangeable or exercisable for the Placement Shares ADSs unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will promptly notify the Agent promptly Manager of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s requestrequest of the Manager, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinionopinion of the Manager, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Manager, including any pricing supplement disclosing the offer and sale of the Securities covered by a Terms Agreement (provided, however, that the failure of the Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference into the Registration Statement, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Manager within a reasonable period of time before the filing and the Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference into the Registration Statement, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s ’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s ’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to Prospectus disclosing a material change in the terms of the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to seek such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 8(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent MLV promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the AgentMLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent MLV shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (thereto; provided, however, (A) that the failure of the Agent MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company in this Agreement (B) that the Company has no obligation to provide MLV any advance copy of such filing to provide MLV an opportunity to object to such filing if such filing does not name MLV, and (C) that MLV shall not object to any such filing if such filing is required under applicable law (provided, further, that the only remedy the Agent MLV shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus relating to the Placement shares, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated DocumentsDocuments or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentAgents’ reasonable opinion and upon the advice of the Company’s reasonable opinionlegal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and Agreement, (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided, further, that and (C) the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to provide the Agents with such copy or the filing notwithstanding of such amendment or supplement despite the Agent’s Agents’ objection (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the an Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Lead Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Lead Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Lead Agent (provided, however, that the failure of the Lead Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Lead Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Lead Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will promptly notify the Agent promptly Manager of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, opinion of the Manager may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Manager (provided, however, that the failure of the Agent Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference into the Registration Statement, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Manager within a reasonable period of time before the filing and the Agent Manager has not reasonably objected thereto (provided, however, that the failure of the Agent Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference into the Registration Statement, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s 's reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s 's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s 's right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s 's right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; other than as pertains to the documents incorporated by reference, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected raised a reasonable objection thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing, if such filing does not name the Agents and does not reference the transactions contemplated under this Agreement; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Sales Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Sales Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the a Sales Agent (provided, however, that the failure of the Agent a Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the a Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the a Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the a Sales Agent within a reasonable period of time before the filing and the a Sales Agent has not reasonably objected thereto (provided, however, that the failure of the a Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the a Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the a Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the a Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information in so far as it relates to the Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares Shares, unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected in writing thereto within five (5) Business Days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to seek such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Section 7(a) shall in not be construed to limit the Company’s ability to file with the Commission a registration statement on Form S-3 pursuant to Rule 415(a)(6) of the Securities Act to cover any securities registered pursuant the Current Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Shares and no Placement Notice is pending, the Company may satisfy this Section 8(a)(i) by notifying the Sales Agent, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement, (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCurrent Seller’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Current Seller (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement), further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has have not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; XXXXX and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration ​ Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, with the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto within two (2) Trading Days (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not name the Agents or does not relate to the Placement Shares or the transactions contemplated hereunder, and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company and the Operating Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company and the Operating Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); ): (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 ‎9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 ‎9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus a prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in upon the Agentadvice of the Company’s reasonable opinionlegal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the neither Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (B) the only remedy Company has no obligation to provide the Agent shall have with respect Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreementtransaction herein provided) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the an Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Lead Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Lead Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Lead Agent (provided, however, that the failure of the Lead Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Lead Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Lead Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the Placement Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto in good faith on reasonable grounds and in in writing within two (2) Business Days following its receipt of a copy thereof (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or an opportunity to object to such filing if such filing does not name or reference the Agent or the transactions contemplated hereunder, and provided, further, that (C) the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section ‎7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the either Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the an Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s Agents’ rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection consent (but without limiting the Agent’s Agents’ rights under Section 9 hereof) will shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any document that upon filing is deemed to be an Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s ’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s ’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Managers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Managers promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Managers’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Managers’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Managers (provided, however, that the failure of the Agent Managers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Managers’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Managers within a reasonable period of time before the filing and the Agent has Managers have not reasonably objected thereto (provided, however, that the failure of the Agent Managers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Manages’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent Managers at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in (without reliance on Rule 424(b)(8) of the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including whether physically or through compliance with Rule 153 or 172, or in circumstances where such requirement may be satisfied pursuant lieu thereof, a notice referred to in Rule 172 173(a) under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s such Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Until such time as the Company shall have effected such compliance, the Company shall not notify the Agents to resume the offering of Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Shares and no Placement Notice is pending, the Company may satisfy this Section 8(a)(i) by notifying the Sales Agent of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement, (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCurrent Seller’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Current Seller (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement), further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; XXXXX and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act and, in (without reliance on Rule 424(b)(8) under the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for into the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act Regulations or a similar rule); , (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus (except for documents incorporated by reference) relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days following delivery of the copy (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided(B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, further, that if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and (C) the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act andRegulations or, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); provided, however, that the Company may delay any such amendment or supplement, if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have effected such compliance, the Company shall not notify the Agents to resume the offering of Placement Shares.