Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Westpark under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW Westpark promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than 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 related to any Placement Shares or for additional information related to any Placement Sharesinformation, (ii) the Company will prepare and file with the Commission, promptly upon HCWWestpark’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWWestpark’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Westpark (provided, however, that the failure of HCW Westpark to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWWestpark’s right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement), further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to HCW within a reasonable period of time Westpark before the filing and HCW Westpark has not reasonably and in good faith objected thereto within two (2) Business Days of receiving such copy (provided, however, that (A) the failure of HCW Westpark to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWWestpark’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 HCW Westpark any advance copy of such filing or to provide HCW Westpark an opportunity to object to such filing if the such filing does not name HCW Westpark or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure transactions contemplated by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Westpark at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document 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 a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). 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 HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice opinion of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Univest under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW Univest promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than 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 related to any Placement Shares or for additional information related to any Placement Sharesinformation, (ii) the Company will prepare and file with the Commission, promptly upon HCWUnivest’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWUnivest’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Univest (provided, however, that the failure of HCW Univest to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWUnivest’s right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement), further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to HCW within a reasonable period of time Univest before the filing and HCW Univest has not reasonably and in good faith objected thereto within two (2) Business Days of receiving such copy (provided, however, that (A) the failure of HCW Univest to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWUnivest’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 HCW Univest any advance copy of such filing or to provide HCW Univest an opportunity to object to such filing if the such filing does not name HCW Univest or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure transactions contemplated by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Univest at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document 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 a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, ; (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice opinion of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’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 HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any Placement Shares or for additional information related to any Placement SharesPlacement, (ii) the Company will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWFBR’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) that the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that the Company has no obligation to provide HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the such filing does not name HCW FBR or does not relate to the transaction herein transactions contemplated hereunder; provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify HCW Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not no related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus 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 related to any the Placement Shares or for additional information related to any the Placement Shares, ; (ii) the Company will prepare and file with the Commission, promptly upon HCW’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by HCW Xxxxx (provided, however, that the failure of HCW Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that the only remedy HCW Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Xxxxx within a reasonable period of time before the filing and HCW Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Xxxxx any advance copy of such filing or to provide HCW Xxxxx an opportunity to object to such filing if the filing does not name HCW Xxxxx or does not relate to the transaction herein provided, provided and (C) the only remedy HCW Xxxxx shall have with respect to the failure by the Company to provide HCW Xxxxx with such copy or the filing of such amendment or supplement despite HCW’s Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act; and (v) prior to the termination of this Agreement, the Company will notify Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Cxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cxxxx (provided, however, that the failure of HCW Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW Cxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cxxxx within a reasonable period of time before the filing and HCW Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Cxxxx any advance copy of such filing or to provide HCW Cxxxx an opportunity to object to such filing if the filing does not name HCW Cxxxx or does not relate to the transaction herein provided, and (C) the only remedy HCW Cxxxx shall have with respect to the failure by the Company to provide HCW Cxxxx with such copy or the filing of such amendment or supplement despite HCW’s Cxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act. .

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any the Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares Notes is required to be delivered by HCW BRFBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify HCW BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWBRFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares Notes by HCW BRFBR (provided, however, that the failure of HCW BRFBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW BRFBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Notes or a security convertible into the Placement Shares Notes (other than an Incorporated Document) unless a copy thereof has been submitted to HCW BRFBR within a reasonable period of time before the filing and HCW BRFBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWBRFBR’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 HCW BRFBR any advance copy of such filing or to provide HCW BRFBR an opportunity to object to such filing if the filing does not name HCW BRFBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW BRFBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW BRFBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW MLV within a reasonable period of time two Business Days before the filing and HCW MLV has not reasonably and in good faith objected thereto within the two Business Day period (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate related to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW BRS under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW BRS promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed (other than any supplement not related to any Placement) and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWwithin a reasonable period following BRS’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW BRS (provided, however, that the failure of HCW BRS to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWBRS’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW BRS shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW BRS within a reasonable period of time before the filing and HCW BRS has not reasonably objected thereto within two (2) Business Days of receiving such copy (provided, however, that (A) the failure of HCW BRS to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWBRS’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 HCW BRS any advance copy of such filing or to provide HCW BRS an opportunity to object to such filing if the filing does not name HCW BRS or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW BRS shall have with respect to the failure by the Company to provide HCW with such copy or BRS the filing of such amendment or supplement despite HCW’s objection opportunity to object shall be to cease making sales under this Agreement) and the Company will furnish to HCW BRS at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, ; (ii) the Company will prepare and file with the Commission, ​ ​ promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related (insofar as it relates to any Placement Sharesthe transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon HCW’s Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Cxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW Cowen shall have with respect to the failure by the Company to make such filing (other than Cxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein Agreement and provided, and (C) further, that the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW with make such copy or the filing of such amendment or supplement despite HCW’s objection (other than Cxxxx’x rights under Section 9 hereof) shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act; and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWFBR’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR and shall make any related required filings with the Israeli authorities (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’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 HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the filing does not name HCW FBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and the applicable Israeli authorities as required under the Israeli Securities Laws or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed, and the applicable Israeli authorities as required under the Israeli Securities Laws (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related or for additional information, insofar as it relates to any the Placement Shares or for additional information related to any Placement Sharesthe transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’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 HCW Cowen shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Cowen any advance copy of such filing or to provide HCW Cowen an opportunity to object to such filing if the filing does not name HCW or Cowen and does not relate to the transaction herein provided, and (C) the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW Cowen with such copy or of the filing of such amendment or supplement despite HCW’s Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWwithin a reasonable period following FBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’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 HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the filing does not name HCW FBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company FBR to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus 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 related to any the Placement Shares or for additional information related to any Placement Sharesinformation, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement) and, provided further, that the only remedy HCW Cowen shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected in writing thereto (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Cowen any advance copy of such filing or to provide HCW Cowen an opportunity to object to such filing if the filing does not name HCW Cowen or does not relate to the transaction herein provided, provided and (C) the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW Cowen with such copy or the filing of or such amendment or supplement despite HCW’s Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement Agreement, and during any period in which a Prospectus prospectus relating to any Placement Shares Securities is required to be delivered by HCW BRFBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company Partnership will notify HCW BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company Partnership will prepare and file with the Commission, promptly upon HCWBRFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the CompanyPartnership’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by HCW BRFBR (provided, however, that the failure of HCW BRFBR to make such request shall not relieve the Company Partnership of any obligation or liability hereunder, or affect HCWBRFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement Agreement; and provided, further, that the only remedy HCW BRFBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares Securities (other than an Incorporated Document) unless a copy thereof has been submitted to HCW BRFBR within a reasonable period of time before the filing and HCW BRFBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW BRFBR to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect HCWBRFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement, Agreement and (B) the Company Partnership has no obligation to provide HCW BRFBR any advance copy of such filing or to provide HCW BRFBR an opportunity to object to such filing if the filing does not name HCW BRFBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW BRFBR shall have with respect to the failure by the Company Partnership to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) ), and the Company Partnership will furnish to HCW BRFBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company Partnership will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), whether based on the Partnership’s reasonable opinion or reasonable objections, shall be made solely by the Partnership).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any Placement Shares or for additional information related (in each case, insofar as it relates to any Placement Sharesthe transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that the only remedy HCW Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Cowen any advance copy of such filing or to provide HCW Cowen an opportunity to object to such filing if the filing does not name HCW Cowen or does not relate to the transaction herein provided, provided and (C) the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW Cowen with such copy or the filing of such amendment or supplement despite HCW’s Xxxxx’x objection shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWwithin a reasonable period of time following MLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, Prospectus other than documents incorporated by reference, reference relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein contemplated by this Agreement; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). 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 HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities ActEXXXX.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, ; (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). 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 HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related (insofar as it relates to any Placement Sharesthe transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon HCW’s Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Cxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW Cowen shall have with respect to the failure by the Company to make such filing (other than Cxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Cowen any advance copy of such filing or to provide HCW Cowen an opportunity to object to such filing if the filing does not name HCW or Cowen and does not relate to the transaction herein provided, and (C) the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW Cowen with such copy copy, to make such filings, or the filing of to obtain such amendment or supplement despite HCW’s objection consent (other than Cxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus 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 related to any the Placement Shares or for additional information related to any the Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that the only remedy HCW Cowen shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW Cowen any advance copy of such filing or to provide HCW Cowen an opportunity to object to such filing if the filing does not name HCW Cowen or does not relate to the transaction herein provided, provided and (C) the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW Cowen with such copy or the filing of such amendment or supplement despite HCW’s Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any the Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto within two business days following receipt thereof (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWFBR’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). 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 HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’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 HCW FBR with any advance copy of such filing or to provide HCW an FBR with the opportunity to object to such filing if the such filing does not name HCW FBR or does not relate to the transaction herein transactions contemplated by this Agreement; provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by HCW Xxxxx under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify HCW Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related (other than any such supplement to any the Prospectus that does not relate to the Placement Shares, Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by HCW Xxxxx (provided, however, that the failure of HCW Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’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 HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) 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 Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to HCW Xxxxx within a reasonable period of time before the filing and HCW Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act1933 Act Regulations (without reliance on Rule 424(b)(8) of the 1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any Placement Shares or for additional information related to any Placement SharesPlacement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably objected thereto (provided, however, that (A) that the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) that the Company has no obligation to provide HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the such filing does not name HCW MLV or does not relate to the transaction herein transactions contemplated hereunder; provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that, if HCW requests that the Company files any amendment or supplement to the Registration Statement or Prospectus and the Company shall fail to file such amendment or supplement to the Registration Statement or Prospectus, the only remedy that HCW shall have with respect to the failure to make file such filing amendment or supplement shall be to cease making sales under this Agreement until the Company has filed such amendment or supplement is filedsupplement); (iii) 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’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 HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, provided and (C) if HCW has received a copy of such amendment or supplement to the Registration Statement or Prospectus and the Company shall have filed such amendment or supplement to the Registration Statement or Prospectus despite HCW’s objection to such filing, the only remedy that HCW shall have with respect to the failure by the Company to provide HCW with such copy or the Company’s filing of such amendment or supplement despite HCW’s objection to such filing shall be to cease making sales under this AgreementAgreement until the Company has filed such amendment or supplement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW to comply with applicable law (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify HCW the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCWthe Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWthe Agent’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW the Agent (provided, however, that the failure of HCW the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Agent within a reasonable period of time before the filing and HCW the Agent has not reasonably objected thereto (provided, however, that (A) the failure of HCW the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWthe Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW the Agent any advance copy of such filing or to provide HCW the Agent an opportunity to object to such filing if the filing does not name HCW the Agent or does not relate to the transaction herein provided, and (C) the only remedy HCW the Agent shall have with respect to the failure by the Company to provide HCW the Agent with such copy or the filing of such amendment or supplement despite HCWthe Agent’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than 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 related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, Prospectus (other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares an Incorporated Document) unless a copy thereof has been submitted to HCW within a reasonable period of time FBR at least two Business Days before the filing and HCW FBR has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the such filing does not name HCW FBR or does not relate to the transaction herein providedtransactions contemplated by this Agreement, and (C) the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW FBR with such copy or the filing of such amendment or supplement despite HCWFBR’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date filing of this Agreement the first Prospectus Supplement relating to the Securities, and during any period in which a Prospectus prospectus relating to any Placement Shares Securities is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company Partnership will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company Partnership will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWFBR’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company Partnership of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement Agreement; and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement, Agreement and (B) the Company has Partnership have no obligation to provide HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the filing does not name HCW FBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company Partnership to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) ), and the Company Partnership will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company Partnership will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Partnership’s reasonable opinion or reasonable objections, shall be made solely by the Partnership).

Registration Statement Amendments. After the date of this Agreement or any Terms Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Northland under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Northland promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCWNorthland’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Northland (provided, however, that the failure of HCW Northland to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWNorthland’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW Northland shall have with respect to the failure to make such filing shall be to cease making offers and sales under this Agreement of Placement Shares 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 documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW Northland within a reasonable period of time before the filing and HCW Northland has not reasonably objected thereto (provided, however, that (A) the failure of HCW Northland to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWNorthland’s right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement, (B) and the Company has no obligation to provide HCW Northland any advance copy of such filing or to provide HCW Northland an opportunity to object to such filing if the filing does not name HCW Northland or does not relate to the transaction herein provided, and (C) provided that the only remedy HCW Northland shall have with respect to the failure by the Company to provide HCW Northland with such copy or of the filing of such amendment or supplement if required hereby despite HCWNorthland’s objection shall be to cease making offers and sales of Placement Shares under this Agreement or any Terms Agreement) and the Company will furnish to HCW Northland at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW X. Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify HCW X. Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable X. Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW X. Xxxxx (provided, however, that the failure of HCW X. Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s X. Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW X. Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW X. Xxxxx within a reasonable period of time before the filing and HCW X. Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW X. Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s X. Xxxxx’x 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 HCW X. Xxxxx any advance copy of such filing or to provide HCW X. Xxxxx an opportunity to object to such filing if the filing does not name HCW X. Xxxxx or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW X. Xxxxx shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW X. Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”): (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than 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 related to any the Placement Shares or for additional information related to any Placement Shares, the Placement; (ii) the Company will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into or exercisable or exchangeable for the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’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 HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the filing does not name HCW FBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counselcounsel , may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making offers and sales under this Agreement of Placement Shares 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 documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’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 HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) provided that the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement if required hereby despite HCW’s objection shall be to cease making offers and sales of Placement Shares under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 promulgated under the Securities ActAct or similar rule), (i) the Company will notify HCW Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus 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 related to any the Placement Shares or for additional information related to any the Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Xxxxx (provided, however, that (A) the failure of HCW Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (B) the only remedy HCW Xxxxx shall have with respect to the failure to make such filing shall (other than Xxxxx’x right 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 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 HCW Xxxxx within a reasonable period of time before the filing and HCW Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x 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 HCW Xxxxx any advance copy of such filing or to provide HCW Xxxxx an opportunity to object to such filing if the filing does not name HCW Xxxxx or does not relate to the transaction herein provided, provided and (C) the only remedy HCW Xxxxx shall have with respect to the failure by the Company to provide HCW Xxxxx with such copy or the filing of such amendment or supplement despite HCW’s Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (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 promulgated under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWFBR’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW FBR (provided, however, that the failure of HCW FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’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 HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the filing does not name HCW FBR or does not relate related to the transaction herein provided; and provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by HCW Stifel under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify HCW Stifel promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related (other than any such supplement to any the Prospectus that does not relate to the Placement Shares, Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon HCWStifel’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWStifel’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by HCW Stifel (provided, however, that the failure of HCW Stifel to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWStifel’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) 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 Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to HCW Stifel within a reasonable period of time before the filing and HCW Stifel has not reasonably objected thereto (provided, however, that (A) the failure of HCW Stifel to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWStifel’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW Stifel at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act1933 Act Regulations (without reliance on Rule 424(b)(8) of the 1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments or supplements not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate related to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Sharesinformation, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus that, in HCW’s Cxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by HCW Cxxxx (provided, however, that the failure of HCW Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, provided further, that the only remedy HCW Cxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW Cxxxx within a reasonable period of time before the filing and HCW Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein providedand provided further, and (C) that the only remedy HCW Cxxxx shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a U.S. Prospectus relating to any Placement Shares is required to be delivered by HCW FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act“Prospectus Delivery Period”), (i) the Company will notify HCW FBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, the U.S. Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to HCW FBR within a reasonable period of time before the filing and HCW FBR has not reasonably objected thereto (provided, however, that (A) that the failure of HCW FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWFBR’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) that the Company has no obligation to provide HCW FBR any advance copy of such filing or to provide HCW FBR an opportunity to object to such filing if the such filing does not name HCW FBR or does not relate to the transaction herein transactions contemplated hereunder, and provided, and (C) further, that the only remedy HCW FBR shall have with respect to the failure by the Company to provide HCW FBR with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW FBR 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 U.S. Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the ProspectusU.S. Prospectus to be filed with or furnished to the Commission as required pursuant to General Instruction II.E of Form F-10 or, other than documents in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of Exchange Act, within the Securities Acttime period prescribed (the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date filing of this Agreement the first Prospectus Supplement relating to the Securities, and during any period in which a Prospectus prospectus relating to any Placement Shares Securities is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company Partnership will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company Partnership will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCWMLV’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company Partnership of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company Partnership in this Agreement Agreement; and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company Partnership in this Agreement, Agreement and (B) the Company has Partnership have no obligation to provide HCW MLV any advance copy of such filing or to provide HCW MLV an opportunity to object to such filing if the filing does not name HCW MLV or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company Partnership to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) ), and the Company Partnership will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company Partnership will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Partnership’s reasonable opinion or reasonable objections, shall be made solely by the Partnership).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW BRS under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the "Prospectus Delivery Period"), (i) the Company will notify HCW BRS promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed (other than any supplement not related to any Placement) and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s within a reasonable period following BRS's request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s 's legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW BRS (provided, however, that the failure of HCW BRS to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s BRS's right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW BRS shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to HCW BRS within a reasonable period of time before the filing and HCW BRS has not reasonably objected thereto (provided, however, that (A) the failure of HCW BRS to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s BRS'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 HCW BRS any advance copy of such filing or to provide HCW BRS an opportunity to object to such filing if the filing does not name HCW BRS or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW BRS shall have with respect to the failure by the Company to provide HCW with such copy or BRS the filing of such amendment or supplement despite HCW’s objection opportunity to object shall be to cease making sales under this Agreement) and the Company will furnish to HCW BRS at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company's reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents or amendments not related to any Placement Sharesdocuments incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related (insofar as it relates to any the Placement SharesShares or the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Xxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cowen (provided, however, that the failure of HCW Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that the only remedy HCW Cowen shall have with respect to the failure to make such filing shall (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 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 HCW Cowen within a reasonable period of time before the filing and HCW Cowen has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Xxxxx’x right to rely on the representations and warranties made by the Company in this AgreementAgreement and, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein providedprovided further, and (C) that the only remedy HCW Cowen shall have with respect to the failure by the Company to provide HCW Cowen with such copy or the filing of such amendment or supplement despite HCW’s Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to HCW Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by HCW MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify HCW MLV promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents 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 any the Placement Shares or for additional information related to any Placement Sharesa Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWMLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW MLV (provided, however, that the failure of HCW MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). 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 HCW MLV within a reasonable period of time before the filing and HCW MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of HCW MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWMLV’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 HCW MLV with any advance copy of such filing or to provide HCW an MLV with the opportunity to object to such filing if the such filing does not name HCW MLV or does not relate to the transaction herein transactions contemplated by this Agreement; and provided, and (C) further, that the only remedy HCW MLV shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus 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 related to any the Placement Shares or for additional information related to any Placement Sharesinformation, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s XX Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by HCW XX Xxxxx (provided, however, that the failure of HCW XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that the only remedy HCW XX Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW XX Xxxxx within a reasonable period of time before the filing and HCW XX Xxxxx has not reasonably objected thereto in writing (provided, however, that (A) the failure of HCW XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW XX Xxxxx any advance copy of such filing or to provide HCW XX Xxxxx an opportunity to object to such filing if the filing does not name HCW XX Xxxxx or does not relate to the transaction herein providedprovided and, and (C) the only remedy HCW XX Xxxxx shall have with respect to the failure by the Company to provide HCW XX Xxxxx with such copy or the filing of or such amendment or supplement despite HCW’s XX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a) shall be made exclusively by the Company. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments that do not related name Cxxxx and do not relate to any Placement Sharesthe transactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related other than requests that do not relate to any Placement Sharesthe transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s Cxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW Cxxxx (provided, however, that the failure of HCW Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW Cxxxx shall have with respect to the failure by the Company to make such filing shall (other than Cxxxx’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 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 HCW Cxxxx within a reasonable period of time before the filing and HCW Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of HCW Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein Agreement and provided, and (C) further, that the only remedy HCW Cxxxx shall have with respect to the failure by the Company to provide HCW with make such copy or the filing of such amendment or supplement despite HCW’s objection shall (other than Cxxxx’x 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 HCW Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act; and (v) prior to the termination of this Agreement, the Company will notify Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW TX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW TX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus 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 related to any the Placement Shares or for additional information related to any Placement Sharesinformation, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s TX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s TX Xxxxx’x reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by HCW TX Xxxxx (provided, however, that the failure of HCW TX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s TX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement) and, provided further, that the only remedy HCW TX Xxxxx shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW TX Xxxxx within a reasonable period of time before the filing and HCW TX Xxxxx has not reasonably objected in writing thereto (provided, however, that (A) the failure of HCW TX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s TX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW TX Xxxxx any advance copy of such filing or to provide HCW TX Xxxxx an opportunity to object to such filing if the filing does not name HCW TX Xxxxx or does not relate to the transaction herein provided, provided and (C) the only remedy HCW TX Xxxxx shall have with respect to the failure by the Company to provide HCW TX Xxxxx with such copy or the filing of or such amendment or supplement despite HCW’s TX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW TX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify TX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any the Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by HCW under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify HCW promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents 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 has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon HCW’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by HCW (provided, however, that the failure of HCW to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, 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 HCW within a reasonable period of time before the filing and HCW has not reasonably objected thereto (provided, however, that (A) the failure of HCW to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCW’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide HCW any advance copy of such filing or to provide HCW an opportunity to object to such filing if the filing does not name HCW or does not relate to the transaction herein provided, and (C) the only remedy HCW shall have with respect to the failure by the Company to provide HCW with such copy or the filing of such amendment or supplement despite HCW’s objection shall be to cease making sales under this Agreement) and the Company will furnish to HCW at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares Notes is required to be delivered by HCW BRFBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify HCW BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than any Incorporated Documents documents incorporated by reference or amendments not related to any Placement SharesPlacement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any the Placement Shares or for additional information related to any Placement Sharesthe Placement, (ii) the Company will prepare and file with the Commission, promptly upon HCWBRFBR’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in HCW’s reasonable opinion and upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares Notes by HCW BRFBR (provided, however, that the failure of HCW BRFBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect HCWBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy HCW BRFBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Notes or a security convertible into the Placement Shares Notes (other than an Incorporated Document) unless a copy thereof has been submitted to HCW BRFBR within a reasonable period of time before the filing and HCW BRFBR has not reasonably objected thereto (provided, however, that (A) the failure of HCW BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect HCWBRFBR’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 HCW BRFBR any advance copy of such filing or to provide HCW BRFBR an opportunity to object to such filing if the filing does not name HCW BRFBR or does not relate to the transaction herein provided; and provided, and (C) further, that the only remedy HCW BRFBR shall have with respect to the failure by the Company to provide HCW with obtain such copy or the filing of such amendment or supplement despite HCW’s objection consent shall be to cease making sales under this Agreement) and the Company will furnish to HCW BRFBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).