Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG the Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG the Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG Jefferies under the Securities 1933 Act (without regard including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the effects of Rules 153, 172 and 173 under the Securities Act) 1933 Act Regulations (the “Prospectus Delivery PeriodRule 172”)), (i) the Company will notify BTIG Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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, information (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Jefferies’ reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG Jefferies (provided, however, that the failure of BTIG Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Jefferies’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG Jefferies within a reasonable period of time before the filing and BTIG Jefferies has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Jefferies to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Jefferies’ right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Jefferies at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 Company1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG Bxxxx under the Securities 1933 Act (without regard including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the effects of Rules 153, 172 and 173 under the Securities Act) 1933 Act Regulations (the “Prospectus Delivery PeriodRule 172”)), (i) the Company will notify BTIG Bxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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, information (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Bxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Bxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG Bxxxx (provided, however, that the failure of BTIG Bxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Bxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG Bxxxx within a reasonable period of time before the filing and BTIG Bxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Bxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Bxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Bxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 Company1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act Regulations or similar rule), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG the Agent any advance copy of such filing or to provide BTIG the Agent an opportunity to object to such filing if such the filing does not name BTIG or the Agent and does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Agent shall have with respect to the failure by the Company to provide the Agent with such copy or the filing of such amendment or supplement despite the Agent’s objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Noble under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 153 or Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Noble promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGNoble’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGNoble’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Noble (provided, however, that the failure of BTIG Noble to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGNoble’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Noble shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Noble within a reasonable period of time before the filing and BTIG Noble has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Noble to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGNoble’s right to rely on the representations and warranties made by the Company in this Agreement, (B) thatand provided, if BTIG objects theretofurther, BTIG may that the only remedy Noble shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Noble at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (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 (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)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG the Agents under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the Agents’ reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agents (provided, however, that the failure of BTIG any Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG the Agents within a reasonable period of time before the filing and BTIG has the Agents have not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) orProspectus, in the case of any Incorporated Documentother than documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange ActRules and Regulations and pursuant to applicable Canadian Securities Laws, within and (v) prior to the termination of this Agreement, the Company will notify the Agents if at any time period prescribed (the determination to file Registration Statement shall no longer be effective as a result of the passage of time 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), Act or similar rule): (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, . Xxxxx will be deemed not to be filed with the Commission as required pursuant have objected to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with to the Commission under Registration Statement if it has not furnished comments or objections by 5:00 p.m. New York time on the business day following the date on which the Company provided a copy pursuant to 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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing 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 (except for documents incorporated by reference) relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG the Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however, that (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) that, if BTIG objects thereto, BTIG 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 BTIG the Agent any advance copy of such filing or to provide BTIG the Agent an opportunity to object to such filing filing, if such filing does not name BTIG or the Agent and does not relate to reference the transactions contemplated hereunder or hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG the Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Rule 172), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG the Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, that (Ai) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (Bii) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or Xxxxx and does not relate to the transactions contemplated hereunder transaction herein, and (iii) the only remedy that Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares is required to be delivered by BTIG under until the Securities Act (without regard to completion of the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”)sales contemplated hereunder, (i) the Company will notify BTIG the Sales Agent promptly of the time when any subsequent amendment to the Canadian Base Prospectus or the Registration Statement, other than the Incorporated Documents, Statement has been filed with any Canadian Qualifying Authority or the Commission and/or and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the U.S. Prospectus or the Canadian Prospectus has been filed (each, an "Amendment Date") and of any request by the Commission or any Canadian Qualifying Authority for any amendment or supplement to the Registration Statement or Prospectus the Prospectuses 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) of the Act and with the Canadian Qualifying Authorities, and will prepare and file with the Commission, promptly upon BTIG’s the Sales Agent's reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the Sales Agent's reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares by BTIG the Sales Agent (provided, however, that the failure of BTIG the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares Prospectuses (except for other than a copy of any documents incorporated by reference into the Incorporated DocumentsRegistration Statement or the Prospectuses) unless a copy thereof has been submitted to BTIG the Sales Agent a reasonable period of time before the filing thereof affording the Sales Agent and BTIG the Sales Agent's counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing and the Sales Agent has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); and (iv) the Company will furnish to BTIG the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses (provided that the Company shall not be required to deliver documents or information incorporated by reference into the Registration Statement or Prospectus, except for those the Prospectuses if such documents available via are accessible from SEDAR or XXXXX; ) and (v) the Company will cause (i) each amendment or supplement to the U.S. Prospectus to be filed with the Commission as required pursuant to the applicable paragraph General Instruction II.L of Rule 424(b) Form F-10 of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) Rules 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 and (the determination to file or not file any ii) each amendment or supplement to the Canadian Prospectus to be filed with the Commission under this Section 7(a)Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the "Canadian Shelf Procedures") or, based on in the Company’s reasonable opinion or reasonable objectionscase of any document to be incorporated therein by reference, shall to be made exclusively by filed with the Company)Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG the Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing 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 (except for documents incorporated by reference) relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG the Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected thereto in good faith on reasonable grounds and in writing two (2) Business Days (provided, however, that (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG 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 BTIG the Agent any advance copy of such filing or to provide BTIG the Agent an opportunity to object to such filing filing, if such filing does not name BTIG or the Agent and does not relate to reference the transactions contemplated hereunder or hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Chardan under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 153 or Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Chardan promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGChardan’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGChardan’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Chardan (provided, however, that the failure of BTIG Chardan to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGChardan’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Chardan shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Chardan within a reasonable period of time before the filing and BTIG Chardan has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Chardan to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGChardan’s right to rely on the representations and warranties made by the Company in this Agreement, (B) thatand provided, if BTIG objects theretofurther, BTIG may that the only remedy Chardan shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Chardan at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (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 (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)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Shares Securities is required to be delivered by BTIG the Manager under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will promptly notify BTIG promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s request, the request of the Manager any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the reasonable judgment, opinion of the Manager may be necessary or advisable in connection with the distribution of the Shares Securities by BTIG the Manager (provided, however, that the failure of BTIG the Manager to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference into the Registration Statement, relating to the Shares (except for Securities or a security convertible into the Incorporated Documents) Securities unless a copy thereof has been submitted to BTIG the Manager within a reasonable period of time before the filing and BTIG the Manager has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG the Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Chardan under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 153 or Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Chardan promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGChardan’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGChardan’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Chardan (provided, however, that the failure of BTIG Chardan to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGChardan’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Chardan shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Chardan within a reasonable period of time before the filing and BTIG Chardan has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Chardan to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGChardan’s right to rely on the representations and warranties made by the Company in this Agreement, (B) thatand provided, if BTIG objects theretofurther, BTIG may that the only remedy Chardan shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Chardan at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (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 (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)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG MLV under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG MLV promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 not file with the Commission, promptly upon BTIG’s request, any amendments amendment or supplements supplement to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary relating to the Placement Shares or advisable in connection with a security convertible into the distribution of Placement Shares unless a copy thereof has been submitted to MLV within two (2) Business Days before the Shares by BTIG filing and MLV has not reasonably objected thereto within the same period (provided, however, that the failure of BTIG MLV to make such request objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGMLV’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) Agreement the Company will not file any amendment or supplement only remedy MLV shall have with respect to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may to provide MLV with such copy shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a8(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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Noble under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 153 or Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Noble promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Noble's request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Noble's reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Noble (provided, however, that the failure of BTIG Noble to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Noble's right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Noble shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Noble within a reasonable period of time before the filing and BTIG Noble has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Noble to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Noble's right to rely on the representations and warranties made by the Company in this Agreement, (B) thatand provided, if BTIG objects theretofurther, BTIG may that the only remedy Noble shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Noble at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (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 (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)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG Xxxxx or does not relate to the transactions contemplated hereunder by this Agreement and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such advance copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (the determination to file or not to 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 CompanyCompany except with respect to those amendments or supplements requested by Xxxxx pursuant to subclause (ii) above), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx 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 due to the Company no longer qualifying as a “well-known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG ML&Co under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG ML&Co promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGML&Co’s request, any amendments or supplements to the Registration Statement, Prospectus or free writing prospectus that, in the opinion of external counsel for ML&Co, is necessary in order that the Registration Statement or Prospectus thatwill not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (with respect to the Prospectus only, in BTIG’s reasonable judgmentthe light of the circumstances existing at the time it is delivered to a purchaser), may or if it shall be necessary necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or advisable amend, supplement the Prospectus or deliver any free writing prospectus in order to comply with the requirements of the Securities Act in connection with the distribution of the Placement Shares by BTIG ML&Co (provided, however, that the failure of BTIG ML&Co to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGML&Co’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus or prepare any free writing prospectus relating to the Placement Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG ML&Co within a reasonable period of time before the filing and BTIG ML&Co has not reasonably objected thereto (provided, however, (A) that the failure of BTIG ML&Co to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGML&Co’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG ML&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will promptly effect the filing or cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus prospectus relating to any Placement Shares is required to be delivered by BTIG the Distribution Agents under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the 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 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 informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the reasonable judgmentopinion of counsel of the Distribution Agents, may be is necessary or advisable in connection with the distribution of the Placement Shares by BTIG a Distribution Agent (provided, however, that the failure of BTIG the Distribution Agents to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for the other than an Incorporated DocumentsDocument) unless a copy thereof has been submitted to BTIG the Distribution Agents within a reasonable period of time before the filing and BTIG either of the Distribution Agents has not reasonably objected thereto (provided, however, that (A) that the failure of BTIG the Distribution Agents to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG 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 BTIG the Distribution Agents any advance copy of such filing or to provide BTIG the Distribution Agents an opportunity to object to such filing if such the filing does not name BTIG the Distribution Agents or does not relate to the transactions contemplated hereunder or transaction herein provided; and provided, further, that the only remedy the Distribution Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Cxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto within two (2) Business Days (provided, however, (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) thatfurther, if BTIG objects thereto, BTIG may that the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file an ATM Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file an ATM Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Agents under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documents, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the Agents’ reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agents (provided, however, that the failure of BTIG the Agents to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Agents within a reasonable period of time before the filing and BTIG has the Agents have not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) that the failure of BTIG the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG 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 BTIG the Agents any advance copy of such filing or to provide BTIG Agents an opportunity to object to such filing if such the filing does not name BTIG the Agents or does not relate to the transactions contemplated hereunder or by this Agreement; and provided, further, that the only remedy Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG Xxxxx or does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such advance copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (the determination to file or not to 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), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx 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 period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Ladenburg under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Ladenburg promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGLadenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGLadenburg’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Ladenburg (provided, however, that the failure of BTIG Ladenburg to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGLadenburg’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Ladenburg within a reasonable period of time before the filing and BTIG Ladenburg has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Ladenburg to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGLadenburg’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Ladenburg at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Ladenburg if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG XX Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference or not related to transactions contemplated hereby, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s XX Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG XX Xxxxx (provided, however, that the failure of BTIG XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s XX Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy XX Xxxxx shall have with respect to the failure by the Company to make such filing (other than XX Xxxxx’x right under Section 9 hereof) 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG XX Xxxxx within a reasonable period of time before the filing and BTIG XX Xxxxx has not reasonably objected thereto in writing within two Business Days (provided, however, (A) that the failure of BTIG XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG XX Xxxxx any advance copy of such filing or to provide BTIG XX Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or XX Xxxxx and does not relate to the transactions contemplated hereunder transaction herein, and (C) the only remedy XX Xxxxx shall have with respect to the failure by the Company to provide XX Xxxxx with such copy, to make such filings or to obtain such consent (other than XX Xxxxx’x right under any Terms Agreement); (ivSection 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed) and the Company will furnish to BTIG XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify XX Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final ATM Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Evercore under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Evercore promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Evercore's request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Evercore's reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Evercore (provided, however, that the failure of BTIG Evercore to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Evercore's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Evercore within a reasonable period of time before the filing and BTIG Evercore has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Evercore to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Evercore's right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Evercore at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Evercore if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Barclays under the Securities Act with respect to a pending sale of the Placement Shares (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG promptly Barclays promptly, and confirm the notice in writing, of the time (A) when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and filed, (B) of the receipt of any comment letter from the Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation or (D) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Barclays’ reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Barclays (provided, however, that the failure of BTIG Barclays to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Shares (except for under the Incorporated Documents) Sales Agreements unless a copy thereof has been submitted to BTIG Barclays within a reasonable period of time before the filing and BTIG Barclays has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Barclays at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (viv) the Company will cause each amendment or supplement to effect the Prospectus to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreementhereunder, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy BTIG shall have with respect to the failure to make such filing, other than any other remedy expressly provided for pursuant to this Agreement, 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 relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreementhereunder, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms this Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement)hereunder; (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus prospectus relating to any Shares Securities is required to be delivered by BTIG the Underwriter under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Rule 172), (i) the Company will notify BTIG the Underwriter promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Pricing Prospectus or the Final 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 Statement, the Pricing Prospectus or the Final Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon BTIGthe Underwriter’s request, any amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Final Prospectus that, in BTIGthe Underwriter’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Securities by BTIG the Underwriter (provided, however, that the failure of BTIG the Underwriter to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Underwriter’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement Statement, the Pricing Prospectus or Prospectus the Final Prospectus, other than documents incorporated by reference, relating to the Shares (except for Securities or a security convertible into the Incorporated Documents) Securities unless a copy thereof has been submitted to BTIG the Underwriter within a reasonable period of time before the filing and BTIG the Underwriter has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Underwriter to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Underwriter’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG the Underwriter at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement Statement, the Pricing Prospectus or the Final Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Basic Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act) or, 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 (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 a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing 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 relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares Securities is required to be delivered by BTIG the Manager under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will promptly notify BTIG promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the reasonable judgment, opinion of the Manager may be necessary or advisable in connection with the distribution of the Shares Securities by BTIG the Manager (provided, however, that the failure of BTIG the Manager to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference into the Registration Statement, relating to the Shares (except for Securities or a security convertible into the Incorporated Documents) Securities unless a copy thereof has been submitted to BTIG the Manager within a reasonable period of time before the filing and BTIG the Manager has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing 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 (except for Incorporated Documents) relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG the Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected in writing thereto within two (2) Business Days of such submission (provided, however, that (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG 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 BTIG the Agent any advance copy of such filing or to provide BTIG the Agent an opportunity to object to such filing if such the filing does not name BTIG the Agent or does not relate to the transactions contemplated hereunder or transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus relating to the Placement Shares to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG MLV under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company or the Parent will notify BTIG MLV promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 or the Commission, promptly upon BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company Parent will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG a reasonable period of time MLV within two (2) Business Days before the filing and BTIG MLV has not reasonably objected thereto within the same period (provided, however, (A) that the failure of BTIG MLV to make such objection shall not relieve the Company and the Parent of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGMLV’s right to rely on the representations and warranties made by the Company and the Parent in this Agreement, (B) that, if BTIG objects thereto, BTIG may Agreement the only remedy MLV shall have with respect to the failure by the Company and the Parent to provide MLV with such copy shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company Parent will furnish to BTIG MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company or the Parent will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a8(a), based on the CompanyCompany and Parent’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyCompany and the Parent).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares is required to be delivered by BTIG Agent under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Agent promptly of the time when any subsequent post-effective 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 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 BTIGAgent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGAgent’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG Agent (provided, however, that the failure of BTIG Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIGAgent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG Agent a reasonable period of time before the filing and BTIG Agent has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIGAgent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if BTIG Agent objects thereto, BTIG Agent may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG Agent any advance copy of such filing or to provide BTIG Agent an opportunity to object to such filing if such filing does not name BTIG Agent or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a8(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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG MLV under the Securities Act with respect to a pending sale of the Placement Shares (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG promptly MLV promptly, and confirm the notice in writing, of the time when (A) any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and filed, (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus any document incorporated by reference therein or for additional informationinformation and (D) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon BTIGMLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGMLV’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG MLV (provided, however, that the failure of BTIG MLV to make such request shall not relieve the Company or the Operating Partnership of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGMLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG MLV within a reasonable period of time before the filing and BTIG MLV has not reasonably objected thereto (provided, however, (A) that the failure of BTIG MLV to make such objection shall not relieve the Company or the Operating Partnership of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGMLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (viv) the Company will cause each amendment or supplement to effect the Prospectus to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “"Prospectus Delivery Period”"), (i) the Company will notify BTIG 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 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 BTIG’s 's request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s 's reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s 's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s 's right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s 's reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or Xxxxx and does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares ADSs is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares ADSs by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares ADSs (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Shares ADSs pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreementhereunder); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cantor under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, US-DOCS\103004889.3 Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cantor promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documents, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGCantor’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGCantor’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cantor (provided, however, that the failure of BTIG Cantor to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGCantor’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cantor within a reasonable period of time before the filing and BTIG Cantor has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cantor to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGCantor’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cantor at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus the Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document 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 (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s request, any amendments or supplements to the Registration Statement or Prospectus the Prospectus, as applicable, that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIGAgent’s right to rely on the representations and warranties made by the Company in this Agreement, (Biii) thatthe Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected thereto (provided, if BTIG objects theretohowever, BTIG may cease making sales of Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the failure of the Agent to make such objection shall not relieve the Company has no of any obligation or liability hereunder, or affect the Agent’s right to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to rely on the transactions contemplated hereunder or under any Terms representations and warranties made by the Company in this Agreement); (iv) and the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document 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 (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) , 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG XX Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG XX Xxxxx promptly of the time when any subsequent amendment to the ADS Registration Statement or the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s XX Xxxxx’x request, any amendments or supplements to the ADS Registration Statement, the Registration Statement or Prospectus that, in BTIG’s XX Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG XX Xxxxx (provided, however, that the failure of BTIG XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG XX Xxxxx within a reasonable period of time before the filing and BTIG XX Xxxxx has not reasonably objected thereto (provided, however, that (A) that the failure of BTIG XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG XX Xxxxx any advance copy of such filing or to provide BTIG XX Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or XX Xxxxx and does not relate to the transactions contemplated hereunder herein, and (C) the only remedy that XX Xxxxx shall have with respect to the failure by the Company to provide XX Xxxxx with such copy or the filing of such amendment or supplement despite XX Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the ADS Registration Statement, the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify XX Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Agents under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the Agents’ reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agents (provided, however, that the failure of BTIG the Agents to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing 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 relating to disclosing a material change in the terms of the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG the Agents within a reasonable period of time before the filing and BTIG has the Agents have not reasonably objected in writing thereto within two (2) Business Days (provided, however, (A) that the failure of BTIG the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG the Agents any advance copy of such filing or to provide BTIG an the Agents any opportunity to object to such filing if such filing does not name BTIG or the Agents and does not relate to the transactions contemplated hereunder or by this Agreement, and provided, further, that the only remedy Agents shall have with respect to the failure by the Company to seek such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG RBC under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG RBC promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGRBC’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGRBC’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG RBC (provided, however, that the failure of BTIG RBC to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGRBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG RBC within a reasonable period of time before the filing and BTIG RBC has not reasonably objected thereto (provided, however, (A) that the failure of BTIG RBC to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGRBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG RBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 filing of this Agreement the first Prospectus Supplement relating to the Securities, and during any period in which a Prospectus prospectus relating to any Shares Placement Securities is required to be delivered by BTIG Virtu under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Virtu promptly of the time when any subsequent amendment to the Registration Statement, other than the 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 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 informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon BTIGVirtu’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGVirtu’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG Virtu (provided, however, that the failure of BTIG Virtu to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGVirtu’s right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy Virtu shall have with respect to the failure to make such filing 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 relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG Virtu within a reasonable period of time before the filing and BTIG Virtu has not reasonably objected thereto (provided, however, that (A) that the failure of BTIG Virtu to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGVirtu’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG may cease making sales of Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has have no obligation to provide BTIG Virtu any advance copy of such filing or to provide BTIG Virtu an opportunity to object to such filing if such the filing does not name BTIG Virtu or does not relate to the transactions contemplated hereunder or transaction herein provided; and provided, further, that the only remedy Virtu shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) , and the Company will furnish to BTIG Virtu at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEDXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 solely by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Shares Securities is required to be delivered by BTIG the Manager under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Rule 172), (i) the Company will promptly notify BTIG promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the reasonable judgment, opinion of the Manager may be necessary or advisable in connection with the distribution of the Shares Securities by BTIG the Manager (provided, however, that the failure of BTIG the Manager to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference into the Registration Statement, relating to the Shares (except for Securities or a security convertible into the Incorporated Documents) Securities unless a copy thereof has been submitted to BTIG the Manager within a reasonable period of time before the filing and BTIG the Manager has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become ACTIVE/123217397.8 effective or any subsequent supplement to the 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 transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and, provided, further, that the only remedy Cowen shall have with respect to the failure to make such filing 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Cowen any advance copy of such filing or to provide BTIG Cowen an opportunity to object to such filing if such the filing does not name BTIG or Cowen and does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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), and (v) prior to the termination of this Agreement, the Company will notify Cowen 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. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG Xxxxx or does not relate to the transactions contemplated hereunder by this Agreement and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such advance copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (the determination to file or not to 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 CompanyCompany except with respect to those amendments or supplements requested by Xxxxx pursuant to subclause (ii) above), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx 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, due to the Company no longer qualifying as a “well-known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Cxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cxxxx (provided, however, that the failure of BTIG Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cxxxx within a reasonable period of time before the filing and BTIG Cxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within two business days (provided, however, that (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or Xxxxx and does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG the Agent under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Act or similar rule), (i) the Company will notify BTIG the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGthe Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGthe Agent’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG the Agent (provided, however, that the failure of BTIG the Agent to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing 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 (except for documents incorporated by reference therein) relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Agent within a reasonable period of time before the filing and BTIG the Agent has not reasonably objected in writing within two (2) Trading Days thereto (provided, however, (A) that the failure of BTIG the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement; and provided, (B) thatfurther, if BTIG objects thereto, BTIG may that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 judgement 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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus the Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document 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 (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG MLV under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG MLV promptly of the time when any subsequent amendment to the Registration Statement, other than the 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 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 informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon BTIGMLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGMLV’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG MLV (provided, however, that the failure of BTIG MLV to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGMLV’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy MLV shall have with respect to the failure to make such filing 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 relating to the Placement Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG MLV within a reasonable period of time before the filing and BTIG MLV has not reasonably objected thereto (provided, however, that (A) that the failure of BTIG MLV to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGMLV’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG 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 BTIG MLV any advance copy of such filing or to provide BTIG MLV an opportunity to object to such filing if such the filing does not name BTIG MLV or does not relate to the transactions contemplated hereunder or transaction herein provided; provided, further, that the only remedy MLV shall have with respect to the failure by the Company to provide MLV with such copy shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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, insofar as it relates to the Placement Shares or the transactions by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus Prospectus, insofar as it relates to the Placement Shares or the transactions by this Agreement, that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable to comply with law in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Cowen any advance copy of such filing or to provide BTIG Cowen an opportunity to object to such filing if such the filing does not name BTIG or Cowen and does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG JMP under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG JMP promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGJMP’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGJMP’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG JMP (provided, however, that the failure of BTIG JMP to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGJMP’s right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy JMP shall have with respect to the failure to make such filing (other than JMP’s rights under Section 9 hereof) will be to cease making sales under this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG JMP within a reasonable period of time before the filing and BTIG JMP has not reasonably objected thereto (provided, however, (A) that the failure of BTIG JMP to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGJMP’s right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy JMP shall have with respect to the failure to make such filing (Bother than JMP’s rights under Section 9 hereof) that, if BTIG objects thereto, BTIG may will be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG JMP at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within five (5) Trading Days (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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), and (v) prior to the termination of this Agreement, the Company will notify Xxxxx 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 period in which a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement and provided further, that the only remedy BTIG shall have with respect to the failure to make such filing, other than any other remedy expressly provided for pursuant to this Agreement, shall be to cease making sales under this Agreement until such amendment or supplement is filed, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto (provided, however, that (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Cowen any advance copy of such filing or to provide BTIG Cowen an opportunity to object to such filing if such the filing does not name BTIG Cowen or does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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); and (v) prior to the termination of this Agreement, the Company will notify Cowen 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. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG DBSI under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), ): (i) the Company will notify BTIG DBSI promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGDBSI’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGDBSI’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG DBSI (provided, however, that the failure of BTIG DBSI to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIGDBSI’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG DBSI within a reasonable period of time before the filing and BTIG DBSI has not reasonably objected thereto (provided, however, (A) that the failure of BTIG DBSI to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIGDBSI’s right to rely on the representations and warranties made by the Company in this Agreement), (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG DBSI at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of under the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Wedbush under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Wedbush promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGWedbush’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGWedbush’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Wedbush (provided, however, that the failure of BTIG Wedbush to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGWedbush’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Wedbush within a reasonable period of time before the filing and BTIG Wedbush has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Wedbush to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGWedbush’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Wedbush at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Wedbush if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG 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 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 BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by BTIG (provided, however, that the failure of BTIG to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreementhereunder); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG RBC under the Securities Act with respect to a pending sale of the Placement Shares (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG promptly RBC promptly, and confirm the notice in writing, of the time (A) when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and filed, (B) of the receipt of any comment letter from the Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation or (D) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon BTIGRBC’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in BTIGRBC’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG RBC (provided, however, that the failure of BTIG RBC to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGRBC’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Shares (except for the Incorporated Documents) under this Agreement unless a copy thereof has been submitted to BTIG RBC within a reasonable period of time before the filing and BTIG RBC has not reasonably objected thereto (provided, however, (A) that the failure of BTIG RBC to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGRBC’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG RBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to effect the Prospectus to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG Cantor under the Securities 1933 Act (without regard including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the effects of Rules 153, 172 and 173 under the Securities Act) 1933 Act Regulations (the “Prospectus Delivery PeriodRule 172”)), (i) the Company will notify BTIG Cantor promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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, information (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon BTIGCantor’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGCantor’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG Cantor (provided, however, that the failure of BTIG Cantor to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGCantor’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG Cantor within a reasonable period of time before the filing and BTIG Cantor has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cantor to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGCantor’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cantor at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 Company1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by BTIG the Distribution Agents under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than the 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 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 informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the reasonable judgmentopinion of counsel of the Distribution Agents, may be is necessary or advisable in connection with the distribution of the Placement Shares by BTIG a Distribution Agent (provided, however, that the failure of BTIG the Distribution Agents to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for the other than an Incorporated DocumentsDocument) unless a copy thereof has been submitted to BTIG the Distribution Agents within a reasonable period of time before the filing and BTIG either of the Distribution Agents has not reasonably objected thereto (provided, however, that (A) that the failure of BTIG the Distribution Agents to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that, if BTIG objects thereto, BTIG 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 BTIG the Distribution Agents any advance copy of such filing or to provide BTIG the Distribution Agents an opportunity to object to such filing if such the filing does not name BTIG the Distribution Agents or does not relate to the transactions contemplated hereunder or transaction herein provided; and provided, further, that the only remedy the Distribution Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG [ ] under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG [ ] promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG[ ]’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s [ ] ‘s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG [ ] (provided, however, that the failure of BTIG [ ] to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGXxxxx [ ]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG [ ] within a reasonable period of time before the filing and BTIG [ ] has not reasonably objected thereto (provided, however, (A) that the failure of BTIG [ ] to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG[ ]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG [ ] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Cxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cxxxx (provided, however, that the failure of BTIG Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cxxxx within a reasonable period of time before the filing and BTIG Cxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or Xxxxx and does not relate to the transactions contemplated hereunder transaction herein provided, and (C) the only remedy Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Xxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Shares Placement Securities is required to be delivered by BTIG KeyBanc under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”Rule 172), (i) the Company will notify BTIG KeyBanc promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIGKeyBanc’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGKeyBanc’s reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Shares Placement Securities by BTIG KeyBanc (provided, however, that the failure of BTIG KeyBanc to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGKeyBanc’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Shares (except for Placement Securities or a security convertible into the Incorporated Documents) Placement Securities unless a copy thereof has been submitted to BTIG KeyBanc within a reasonable period of time before the filing and BTIG KeyBanc has not reasonably objected thereto (provided, however, (A) that the failure of BTIG KeyBanc to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGKeyBanc’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Cxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cxxxx (provided, however, that the failure of BTIG Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cxxxx within a reasonable period of time before the filing and BTIG Cxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) thatand provided further, if BTIG objects thereto, BTIG may that the only remedy Cxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Shares Securities is required to be delivered by BTIG the Manager under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will promptly notify BTIG promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s requestthe request of the Manager, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s the reasonable judgmentopinion of the Manager, may be necessary or advisable in connection with the distribution of the Shares Securities by BTIG the Manager (provided, however, that the failure of BTIG the Manager to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference into the Registration Statement, relating to the Shares (except for Securities or a security convertible into the Incorporated Documents) Securities unless a copy thereof has been submitted to BTIG the Manager within a reasonable period of time before the filing and BTIG the Manager has not reasonably objected thereto (provided, however, (A) that the failure of BTIG the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGthe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents 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 (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cowen under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cowen (provided, however, that the failure of BTIG Cowen to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Cowen shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x right under Section 9 hereof) 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 Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cowen within a reasonable period of time before the filing and BTIG Cowen has not reasonably objected thereto in writing within two business days (provided, however, (A) that the failure of BTIG Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG Cowen any advance copy of such filing or to provide BTIG Cowen an opportunity to object to such filing if such the filing does not name BTIG or Cowen and does not relate to the transactions contemplated hereunder transaction herein, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy, to make such filings or to obtain such consent (other than Xxxxx’x right under any Terms Agreement); (ivSection 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed) and the Company will furnish to BTIG Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and , (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cowen 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus or Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided further, (B) that, if BTIG objects thereto, BTIG may that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of such amendment or supplement to the Registration Statement or Prospectus or any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 in each case during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG under the Securities Act (without regard to the effects of Rules 153, 172 and 173 CF&Co under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG CF&Co promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or effective, any subsequent supplement to the 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 has been received, (ii) the Company will prepare and file with the Commission, promptly upon BTIGCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIGCF&Co’s reasonable judgment, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG CF&Co for which the Company has delivered a Placement Notice to CF&Co and for which the distribution of such placement shares has not yet been completed by CF&Co (the period between delivery of a Placement Notice until the termination in accordance with this Agreement or the completion of the distribution contemplated thereby, the “Pendency Period”) (provided, however, that the failure of BTIG CF&Co to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGCF&Co’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares (except for the Incorporated Documentsdocuments incorporated by reference) unless a copy thereof has been submitted to BTIG CF&Co a reasonable period of time before the filing and BTIG CF&Co has not reasonably objected thereto (provided, however, (A) that the failure of BTIG CF&Co to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIGCF&Co’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG CF&Co any advance copy of such filing or to provide BTIG CF&Co an opportunity to object to such filing if such filing does not name BTIG CF&Co or does not relate to the transactions contemplated hereunder or hereunder) and (C) that CF&Co shall not object to any such filing if the Company obtains a written opinion of counsel reasonably satisfactory to CF&Co to CF&Co that such filing is required under any Terms Agreement); (ivapplicable law) and the Company will furnish to BTIG CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, that (Ai) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (Bii) that, if BTIG objects thereto, BTIG 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 BTIG Xxxxx any advance copy of such filing or to provide BTIG Xxxxx an opportunity to object to such filing if such the filing does not name BTIG or Xxxxx and does not relate to the transactions contemplated hereunder transaction herein, and (iii) the only remedy that Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under any Terms this Agreement); (iv) and the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) during the term of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the Securities Act) or, in the case passage of any Incorporated Document, to be filed with the Commission as required time pursuant to Rule 415 under the Exchange Act, within the time period prescribed (the determination to file Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectuses has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectuses or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon BTIG’s Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus Prospectuses that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectuses, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or ProspectusProspectuses, except for those documents available via XXXXX; and (viv) the Company will cause (i) each amendment or supplement to the Prospectus U.S. Prospectus, other than documents 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)(8ii) of each amendment or supplement to the Securities Act) Canadian Prospectuses to be filed with the Canadian Qualifying Authorities as required pursuant to Canadian Shelf Procedures or, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission Canadian Qualifying Authorities as required pursuant to the Exchange ActCanadian Securities Laws, within the time period prescribed prescribed, and (v) prior to the determination termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to file Rule 415 under the Securities Act 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)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by BTIG Xxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Xxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Xxxxx (provided, however, that the failure of BTIG Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Xxxxx within a reasonable period of time before the filing and BTIG Xxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided further, (B) that, if BTIG objects thereto, BTIG may that the only remedy Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales of Shares pursuant to under this Agreement and/or may terminate any Terms Agreement Agreement) and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, 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 (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 a Prospectus relating to any Placement Shares is required to be delivered by BTIG Cxxxx under the Securities Act (without regard including in circumstances where such requirement may be satisfied pursuant to the effects of Rules 153, Rule 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify BTIG Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than the Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the 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 BTIG’s Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in BTIG’s Cxxxx’x reasonable judgmentopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by BTIG Cxxxx (provided, however, that the failure of BTIG Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares (except for or a security convertible into the Incorporated Documents) Placement Shares unless a copy thereof has been submitted to BTIG Cxxxx within a reasonable period of time before the filing and BTIG Cxxxx has not reasonably objected thereto (provided, however, (A) that the failure of BTIG Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicablehereunder, or affect BTIG’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG 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 BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (v) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Cxxxx 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, in Act or otherwise. Prior to the case initial sale of any Incorporated DocumentPlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period 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)Placement Shares.