Common use of Registration Statement Amendments Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus or Canadian Final Prospectus relating to any Placement Shares Units is required to be delivered by the Agent Agents under the Securities Act or Canadian Securities Laws (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company Trust will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission or the Canadian Securities Commissions and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus or Canadian Final Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus Canadian Final Prospectus, as applicable, or for additional information; , (ii) the Company Trust will prepare and file with the CommissionCommission or the Canadian Securities Commissions, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx or Prospectus the Canadian Final Prospectus, as applicable, that, in the Agent’s such Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Units by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company Trust or the Manager of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company Trust and the Manager in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); , (iii) the Company Trust will not file any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus, other than Incorporated Documents, Canadian Final Prospectus relating to the Placement Shares Units or a security convertible into or exchangeable or exercisable for the Placement Shares Units unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company Trust or the Manager of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company Trust or the Manager in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Trust or the Manager to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company Trust will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement, Prospectus or Canadian Final Prospectus, except for those documents available via XXXXX; XXXXX or SEDAR, as applicable and (iv) the Company Trust will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus or the Canadian Final Prospectus to be filed with the Commission or the Canadian Securities Commissions as required pursuant to applicable Canadian Securities Laws and the applicable paragraph provisions of Rule 424(b) of the Securities Act andForm F-10 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 ActAct or applicable Canadian Securities Laws, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Trust’s reasonable opinion or reasonable objections, shall be made exclusively by the Trust).

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

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

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act, (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the AgentLadenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentLadenburg’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Agents (provided, however, that the failure of Ladenburg, on behalf of the Agent Agents, to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and Agents’ warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 497 or Rule 424 of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (in each case, insofar as it relates to the transactions contemplated hereby) (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any |US-DOCS\131394978.7|| amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for offering of the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange ActAct or the requirements of Regulation S-K Item 512(a)(4), within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act, (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the AgentLadenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentLadenburg’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Agents (provided, however, that the failure of Ladenburg, on behalf of the Agent Agents, to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and Agents’ warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 497 of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file ____________ 1 Confirmed any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be is necessary or advisable in connection order to comply with applicable law, including the distribution of the Placement Shares by the Agent Securities Act (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); ) (iii) notwithstanding the foregoing, the Company will shall not be required to file any such amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the if there is no pending Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) Notice and the Company will furnish believes that it is in its best interests not to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXXfile such amendment or supplement); and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed, subject to compliance with Section 4 hereof); (iii) the Company will #98069312v14 302805643 v12 not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement, subject to compliance with Section 4 hereof) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, based on advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and ACTIVE/107652629.3 provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Cowen (provided, however, that the failure of the Agent Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and provided, further, that the only remedy the Agent Cowen shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Cowen within a reasonable period of time before the filing and the Agent Cowen has not reasonably objected thereto (provided, however, that the failure of the Agent Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Cowen shall have with respect to the Company’s making failure to make such filing notwithstanding the Agent’s objection (but without limiting the Agent’s other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent Cowen at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andAct; and (v) prior to the termination of this Agreement, in the case Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of any Incorporated Document, to be filed with the Commission as required passage of time pursuant to Rule 415 under the Exchange Securities Act, within due to the time period prescribedCompany 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 the a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the "Prospectus Delivery Period") (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s 's request, any amendments or supplements to the Registration Statement or Prospectus that, in the such Agent’s 's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s 's right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s 's right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company's reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be #95784421v14 delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, ADS Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement, ADS Registration Statement or Prospectus or for additional information, in each case, insofar as it relates to the transactions contemplated hereby; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement, ADS Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement, ADS Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the offering of Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s such Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent has Agents have not reasonably objected thereto (provided, however, that (A) the failure of the Agent Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company in this 18 Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure to by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andor, in the case of any Incorporated Documentdocument to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Chardan under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company will notify the Agent Chardan promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare NY 245358192v8 and file with the Commission, promptly upon the AgentChardan’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentChardan’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Chardan (provided, however, that the failure of the Agent Chardan to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the AgentChardan’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Chardan shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Chardan within a reasonable period of time before the filing and the Agent Chardan has not reasonably objected thereto (provided, however, that the failure of the Agent Chardan to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the AgentChardan’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that the only remedy the Agent Chardan shall have with respect to the Company’s making failure by the Company to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agent Chardan at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus relating to any Placement Shares is required to be delivered by the Agent Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule); , (i) the Company will notify the Agent Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Xxxxx (provided, however, that the failure of the Agent Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and provided, further, that the only remedy the Agent Xxxxx shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s other than Xxxxx’x rights under Section 9 ‎9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documentsdocuments incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent Xxxxx within a reasonable period of time before the filing and the Agent Xxxxx has not reasonably objected thereto (provided, however, that the failure of the Agent Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent Xxxxx shall have with respect to the Company’s making failure to make such filing notwithstanding the Agent’s objection (but without limiting the Agent’s other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent Xxxxx at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documentsdocuments incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act andAct; and (v) prior to the termination of this Agreement, in the case Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of any Incorporated Document, to be filed with the Commission as required passage of time pursuant to Rule 415 under the Exchange Securities Act, within due to the time period prescribedCompany 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 the a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act or a similar ruleAct) (the “Prospectus Delivery Period”); , (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than an Incorporated DocumentsDocument, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, Prospectus relating to the Placement Shares Securities or a security convertible into or exchangeable or exercisable for the Placement Shares Securities, other than an Incorporated Document, unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than an Incorporated DocumentsDocument, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and(without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Documentdocuments incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 18 US-DOCS\146024007.2 293740374 v4 172 under the Securities Act or a similar rule); (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making failure by the Company to make such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to the Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

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

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

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

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus or Canadian Final Prospectus relating to any Placement Shares Units is required to be delivered by the Agent Agents under the Securities Act or Canadian Securities Laws (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company Trust will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission or the Canadian Securities Commissions and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus or Canadian Final Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus Canadian Final Prospectus, as applicable, or for additional information; , (ii) the Company Trust will prepare and file with the CommissionCommission or the Canadian Securities Commissions, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement Statement, Prospectus or Prospectus the Canadian Final Prospectus, as applicable, that, in the Agent’s such Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Units by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company Trust or the Manager of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company Trust and the Manager in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); , (iii) the Company Trust will not file any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus, other than Incorporated Documents, Canadian Final Prospectus relating to the Placement Shares Units or a security convertible into or exchangeable or exercisable for the Placement Shares Units unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company Trust or the Manager of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company Trust or the Manager in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Trust or the Manager to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company Trust will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement, Prospectus or Canadian Final Prospectus, except for those documents available via XXXXX; XXXXX or SEDAR, as applicable and (iv) the Company Trust will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus or the Canadian Final Prospectus to be filed with the Commission or the Canadian Securities Commissions as required pursuant to applicable Canadian Securities Laws and the applicable paragraph provisions of Rule 424(b) of the Securities Act andForm F-10 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 ActAct or applicable Canadian Securities Laws, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Trust’s reasonable opinion or reasonable objections, shall be made exclusively by the Trust).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which the a Prospectus or Canadian Final Prospectus relating to any Placement Shares Units is required to be delivered by the Agent Agents under the Securities Act or Canadian Securities Laws (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar ruleAct); , (i) the Company Trust will notify the Agent Agents promptly of the time when any subsequent amendment to the Registration Statement, other than Incorporated Documentsdocuments incorporated by reference, has been filed with the Commission or the Canadian Securities Commissions and/or has become effective or any subsequent supplement to the Prospectus, other than Incorporated Documents, Prospectus or Canadian Final Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus Canadian Final Prospectus, as applicable, or for additional information; , (ii) the Company Trust will prepare and file with the CommissionCommission or the Canadian Securities Commissions, promptly upon the Agent’s Agents’ request, any amendments or supplements to the Registration Statement Statement, Prospectus or Prospectus the Canadian Final Prospectus, as applicable, that, in the Agent’s Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Units by the Agent Agents (provided, however, that the failure of the Agent Agents to make such request shall not relieve the Company Trust or the Manager of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company Trust and the Manager in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will shall be to cease making sales under this Agreement until such amendment or supplement is filed); , (iii) the Company Trust will not file any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus, other than Incorporated Documents, Canadian Final Prospectus relating to the Placement Shares Units or a security convertible into or exchangeable or exercisable for the Placement Shares Units unless a copy thereof has been submitted to the Agent Agents within a reasonable period of time before the filing and the Agent Agents has not reasonably objected thereto (provided, however, that the failure of the Agent Agents to make such objection shall not relieve the Company Trust or the Manager of any obligation or liability hereunder, or affect the Agent’s Agents’ right to rely on the representations and warranties made by the Company Trust or the Manager in this Agreement and provided, further, that the only remedy the Agent Agents shall have with respect to the Company’s making failure by the Trust or the Manager to obtain such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will consent shall be to cease making sales under this Agreement) and the Company Trust will furnish to the Agent Agents at the time of filing thereof a copy of any Incorporated Documentdocument that upon filing is deemed to be incorporated by reference into the Registration Statement, Prospectus or Canadian Final Prospectus, except for those documents available via XXXXX; EXXXX or SEDAR, as applicable and (iv) the Company Trust will cause each amendment or supplement to the Prospectus, other than Incorporated Documents, Prospectus or the Canadian Final Prospectus to be filed with the Commission or the Canadian Securities Commissions as required pursuant to applicable Canadian Securities Laws and the applicable paragraph provisions of Rule 424(b) of the Securities Act andForm F-10 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 ActAct or applicable Canadian Securities Laws, within the time period prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Trust’s reasonable opinion or reasonable objections, shall be made exclusively by the Trust).

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

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

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

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