Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company Partnership has prepared and filed with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the "Act"), a registration statement on Form S-3 S-1 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”91706), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderincluding a prospectus subject to completion, and such amendments to such registration statement as may have been required relating to the date of this Agreement. Such registration statement has been declared effective by the CommissionUnits. Such registration statement, at any given timeas amended, including amendments thereto at such timethe financial statements, the exhibits and appendices thereto, at the time when it becomes effective and as thereafter amended by any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timepost-effective amendment, is herein called referred to in this Agreement as the “"Registration Statement.” " The prospectus in the form included in the Registration Statement at or, if the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the form heretofore delivered to the Underwriter. Such Act and such information is thereafter included in a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so supplemented) filed, is hereinafter called referred to in this Agreement as the “"Prospectus.” Any preliminary form " If the Partnership elects, with the consent of Prospectus which is filed or used prior the Representatives, to filing rely on Rule 434 under the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein Act, all references to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated form of prospectus and the term sheet contemplated by reference therein Rule 434, taken together, provided to the Underwriters by the Partnership in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the registration statement on Form S-1 (File No. 333-91706) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of such prospectus. For purposes of the Prospectus is referred to in this Agreement, all Agreement as the "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Base Rule 462 Registration Statement, the Rule 434 Prospectus, any a Preliminary Prospectus or the Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”"EDGAR"). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501165112) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933226100), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is hereinafter called called, together with the Base Prospectus, a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501157269) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501170945) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement on Form S-3 (File No. 333-213501202425) covering the registration of the sale of the Shares under the Act, which became effective under Rule 462(e) under the Securities Act of 1933, as amended and which includes a prospectus subject to completion (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at Act, the “Base Prospectus”). Any reference in this Agreement to the “Registration Statement” as of any time shall mean such time automatic shelf registration statement, as amended by any post-effective amendments thereto to such time, including any financial statements, exhibits and schedules thereto to such time, and the documents and information otherwise deemed pursuant to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant (“Rule 430B”) to the Rules and Regulations at such time, is herein called the be part thereof (“Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final 430 Information”) (including any Rule 430 Information in any prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) under the Act); and any reference in this Agreement to the “Registration Statement” without reference to a time means such automatic shelf registration statement, as amended by any post-effective amendments thereto as of the time of the first contract of sale for any of the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including any financial statements, exhibits and any schedules thereto as of such time, and any Rule 430B Information (including any Rule 430 Information in any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act). The Base Prospectus together with the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Act) in connection with confirmation of sales of the Shares are collectively referred to herein as so supplemented) is hereinafter called the “Prospectus.” Any The Base Prospectus together with any preliminary form prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) that amends or supplements such prospectus and each other amendment or supplement to such prospectus from time to time until the date of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called referred to in this Agreement as a “Preliminary Prospectus.” Any reference herein in this Agreement to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementPreliminary Prospectus or the Prospectus, all references as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references Capitalized terms used but not defined herein shall have the meanings given to such terms in this Agreement to amendments or supplements to the Registration StatementStatement and the Prospectus. For purposes of this Agreement, “free writing prospectus” has the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed meaning ascribed to mean and include the subsequent filing of any document it in Rule 405 under the Securities Exchange Act of 1934, as amended (the “Exchange ActRule 405”), which is deemed and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to be incorporated by reference therein or otherwise deemed by the Rules Company in connection with the offering of the Common Stock. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto and Regulations to be a part thereofthe pricing information set forth in Schedule II hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S‑3 (File No. 333-213501) 221391-01), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been including any required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A(b) (the “Rule 430A Information”), Rule 430B or Rule 430C under the Securities Act or otherwise pursuant to the Rules Securities Exchange Act of 1934, as amended, and Regulations at such timethe rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Securities that is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including ), together with the Base Prospectus as so supplemented) Prospectus, is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter hereafter called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S‑3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references Act; any reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any documents filed after the subsequent filing date of any document such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) 249937-01), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been including any required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A(b) (the “Rule 430A Information”), Rule 430B or Rule 430C under the Securities Act or otherwise pursuant to the Rules Securities Exchange Act of 1934, as amended, and Regulations at such timethe rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Securities that is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including ), together with the Base Prospectus as so supplemented) Prospectus, is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter hereafter called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references Act; any reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any documents filed after the subsequent filing date of any document such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501179970) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501157300) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501240252) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such “Act”), an automatic shelf registration statement, at any given timeas defined in Rule 405, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of on Form S-3 (file number 333-202237) under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the (“Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act 333-202237”), which registration statement included a final combined prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated February 23, 2015 (the “Base Prospectus.” Such supplemental form ”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “Prospectus Supplement”) specifically relating to the Securities and the plan of prospectusdistribution thereof pursuant to Rule 424. Registration Statement 333-202237, including any amendments thereto filed prior to the Execution Time (as defined below), became effective upon filing. Except where the context otherwise requires, Registration Statement 333-202237, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus.;” Any and the term “Preliminary Prospectus” means any preliminary form of the Prospectus which is filed Supplement. The Base Prospectus together with the Preliminary Prospectus, as amended or used supplemented, immediately prior to filing the Prospectus date and time that this Agreement is hereinafter executed and delivered by the parties hereto (the “Execution Time”) is hereafter called a the “Preliminary Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base ProspectusRegistration Statement, any Preliminary the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared You will furnish to us, to the extent made available by the Company, copies of the registration statement, the related prospectus and the amendment(s) thereto (excluding exhibits but including any documents incorporated by reference therein) filed with the Securities and Exchange Commission ("Commission") in respect of the “Commission”) Securities, and our acceptance of the Invitation Telecopy with respect to an offering of Securities will serve to confirm that we are willing to accept the responsibility of an Underwriter thereunder and to proceed as therein contemplated. Such acceptance will further confirm that the statements made under the heading "Underwriting" in the proposed final form of prospectus, insofar as they relate to us, do not contain any untrue statement of a registration statement on Form S-3 (File Nomaterial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 333-213501As hereinafter mentioned, the "Registration Statement" and the "Prospectus" refer to the Registration Statement and the Prospectus included as a part thereof, in the form in which the Registration Statement becomes effective and the form in which the Prospectus is filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities "Act”), and the rules and regulations (the “Rules and Regulations”") of the Commission thereunder, and such amendments to such registration statement as may have been required with respect to the date of this AgreementSecurities. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant Each preliminary prospectus with respect to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes referred to file with the Commission pursuant to Rule 424 under the Securities Act as a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “"Preliminary Prospectus.” Any reference herein " You have our consent to the Base Prospectus, any Preliminary Prospectus or use of our name in the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, and any Preliminary Prospectus, the Prospectus or any amendment or supplement to any as one of the foregoing shall be deemed to include the copy filed Underwriters. You are authorized, with the Commission pursuant approval of counsel for the Representative, to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to approve on our behalf any further amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall which may be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein necessary or otherwise deemed by the Rules and Regulations to be a part thereofappropriate.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act 256643), including a base prospectus filed as part of 1933, as amended such registration statement (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is hereinafter called called, together with the Base Prospectus, a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-256643) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto and the information included on Schedule III hereto. All references in this Agreement to the Registration Statement, the Base Prospectus, any a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references Any reference in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, such Preliminary Prospectus or otherwise the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Exchange Act that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the Rules and Regulations to be a part thereofterm “Incorporated Documents” means the documents that at the time of filing are incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-179696) under the Act (“Registration Statement 333-179696”), which registration statement included a combined prospectus dated February 24, 2012 (the “Rules Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and Regulations”) of has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required (the “Prospectus Supplement”) specifically relating to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part plan of distribution thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating 424. Registration Statement 333-179696, including any amendments thereto filed prior to the Shares to a form of prospectus included in Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-179696, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the Base “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus.”; and the term “Preliminary Prospectus” Any means any preliminary form of the Prospectus which is filed Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or used supplemented, immediately prior to filing the Prospectus date and time that this Agreement is hereinafter executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called a the “Preliminary Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base ProspectusRegistration Statement, any Preliminary the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501264116) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterRepresentative. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501221493) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares offering of the Securities to a the form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501170945) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501148263) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) of adopted by the Commission thereunderCommission, including a base prospectus relating thereto (the “Base Prospectus”), and such amendments to such registration statement and supplements thereto as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company files an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement, as amended from time to time. The Registration Statement at the time it originally became effective is herein called the “Original Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusShares, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus (including the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Any Unless otherwise stated herein, any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy which were filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the time the Registration Statement became effective with respect to the Placement Agents pursuant to Rule 430B under the Securities Act (the “Effective Time”), the date of the Preliminary Prospectus (if any), or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act after the Effective Time, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501191869) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File No. 333-213501195508) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Underwriting Agreement (the “Agreement”) and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at If the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission has filed or files an abbreviated registration statement pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating (the “Rule 462 Registration Statement”), then any reference herein to the Shares to a term Registration Statement shall include such Rule 462 Registration Statement. The form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form Base Prospectus, along with any final prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424 under the Securities Act, or the prospectus that discloses all the information that was omitted from the Base Prospectus pursuant to Rule 430A under the Securities Act, and in either case together with any changes contained in any prospectus filed with the Commission by the Company with the consent of prospectusthe Underwriters after the effective date of the Registration Statement, is hereinafter called the “Final Prospectus.” The Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any The Company has also prepared and filed with the British Columbia Securities Commission (the “BCSC”) a preliminary short form of Prospectus which is prospectus. Such preliminary short form prospectus together with any amendments thereto or amended short form prospectus filed or used prior to filing with the Prospectus BCSC in connection with this offering is hereinafter called a the “Preliminary Canadian Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)system or any successor system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501236194) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares offering of the Securities to a the form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Rules and RegulationsProspectus Supplement”) of ). Following the Commission thereunder, and such amendments to date that such registration statement as may have been required is declared effective, the Company will furnish to the date Agent, for use by Agent, copies of this Agreement. Such registration statement has been declared effective by the Commission. Such prospectus included as part of such registration statement, at any given timeas supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including amendments thereto at such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such time(a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall be such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, the Prospectus or any Preliminary Prospectus amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501194211) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501248797) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the registration statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) ), is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933226100), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Securities and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is hereinafter called called, together with the Base Prospectus, a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Securities pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Securities. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references Any reference in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, such Preliminary Prospectus or otherwise the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Exchange Act that, upon filing, are incorporated by the Rules and Regulations to be a part thereof.reference therein, as

Registration Statement and Prospectus. (a) The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Securities and Exchange Commission (the “Commission”) SEC a registration statement on such Form S-3 (Registration File No. 333-213501166988), which became effective as of June 7, 2010 and meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule for the registration under the Securities Act of 1933the Shares and, to the extent necessary, will file a related registration statement pursuant to Rule 462(b) under the Securities Act to register additional Shares. Such registration statement, including any additional registration statement filed pursuant to Rule 462(b) and any exhibits thereto, as amended (at the date of this Agreement, is hereinafter called the “Registration Statement.” The Company will file with the SEC pursuant to Rule 424(b) under the Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission SEC promulgated thereunder, and such amendments to such registration statement as may have been required a supplement to the date form of this Agreement. Such registration statement has been declared effective by prospectus filed with the Commission. Such registration statementSEC on May 20, at any given time, including amendments thereto at such time, the exhibits 2010 and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant related to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement , relating to the offer to sell and proposed sale of the Shares to a form and the plan of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriterdistribution thereof. Such prospectus in the form in which it appears in filed with the Registration Statement SEC on May 20, 2010, is hereinafter called the “Base Prospectus.” Such supplemental ”; and the supplemented form of prospectus, in the form in which it shall will be filed with the Commission SEC pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary ProspectusSupplement.” Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of on or before the date of such prospectus. For purposes of this Agreement, all references or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus or any amendment or supplement to any of the foregoing Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)be incorporated therein by reference. All references in this Agreement to amendments financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or supplements to “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all such financial statements and schedules and other information which is or is deemed to be incorporated by reference therein in the Registration Statement, the Base Prospectus or otherwise deemed the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Rules and Regulations to be a part thereofSEC.

Registration Statement and Prospectus. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act. The Company filed current Form 10 information with the Commission over 12 months ago and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (other than certain Form 8-K reports) (the “Commission Documents”). The Common Stock is currently quoted on the Principal Trading Market under the trading symbol “NETE.” The Company and the transactions contemplated hereby meet the requirements for use of Form S-3 under the Securities Act and the rules and regulations thereunder (“Rules and Regulations”), including but not limited to the transaction requirements for an offering made by the issuer set forth in Instruction I.B.1 to Form S-3. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. Number 333-213501199432) under with respect to the Securities Act of 1933, as amended (to be offered and sold by the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments Company pursuant to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including the amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B the rules and regulations under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with Registration Statement, including the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called contained therein (the “Base Prospectus.”) was prepared by the Company in conformity with the requirements of the Securities Act and all applicable Rules and Regulations. One or more prospectus supplements (the “Prospectus Supplements,” Such supplemental form and together with the Base Prospectus and any amendment thereto and all documents incorporated therein by reference, the “Prospectus”) have been or will be prepared by the Company in conformity with the requirements of prospectus, in the form in which it shall Securities Act and all applicable Rules and Regulations and have been or will be filed with the Commission pursuant in the manner and time frame required by the Securities Act and the Rules and Regulations. Any amendment or supplement to Rule 424(b) (including the Registration Statement or Prospectus required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing , the Prospectus is hereinafter called a Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Revere or made available to Revere on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“Preliminary Prospectus.” XXXXX”). Any reference herein to the Base Registration Statement, the Prospectus, or any Preliminary Prospectus amendment or the Prospectus supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of Act, and any reference herein to the date of such prospectus. For purposes of this Agreement, all references terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus Statement or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing after the execution hereof of any document under with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is Commission deemed to be incorporated by reference therein or otherwise deemed by therein. For the Rules and Regulations purposes of this Agreement, the “Applicable Time” means, with respect to be a part thereofany Securities, the time of sale of such Securities pursuant to this Agreement.

Registration Statement and Prospectus. (a) The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Securities and Exchange Commission (the “Commission”) SEC a registration statement on such Form S-3 (Registration File No. 333-213501166988), which became effective as of June 7, 2010, for the registration under the Securities Act of the Shares. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act of 1933, as amended (and complies with said Rule. The Company will file with the “SEC pursuant to Rule 424(b) under the Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission SEC promulgated thereunder, a supplement to the form of prospectus filed with the SEC on May 20, 2010 and such amendments related to such registration statement statement, relating to the offer to sell and proposed sale of the Shares and the plan of distribution thereof. Such registration statement, including the exhibits thereto, as may have been required to amended at the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein hereinafter called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such ”; such prospectus in the form in which it appears in filed with the Registration Statement SEC on May 20, 2010, is hereinafter called the “Base Prospectus.” Such supplemental ”; and the supplemented form of prospectus, in the form in which it shall will be filed with the Commission SEC pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary ProspectusSupplement.” Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of on or before the date of such prospectus. For purposes of this Agreement, all references or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Prospectus or the Prospectus or any amendment or supplement to any of the foregoing Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)be incorporated therein by reference. All references in this Agreement to amendments financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or supplements to “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all such financial statements and schedules and other information which is or is deemed to be incorporated by reference therein in the Registration Statement, the Base Prospectus or otherwise deemed the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Rules and Regulations to be a part thereofSEC.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities SEC the Registration Statement, including the Basic Prospectus, for registration under the 1933 Act of the offering and Exchange Commission (sale of the “Commission”) a registration statement on Form S-3 (File NoSecurities. 333-213501Such Registration Statement became effective upon filing, and no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending or, to the Company’s knowledge, threatened by the SEC. The Company has filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b) under the Securities Act of 1933Act, the Pricing Prospectus relating to the Securities. The Company will file with the SEC the Final Supplemental Prospectus relating to the Securities in accordance with Rule 424(b) under the Securities Act. The Registration Statement complies and the Final Supplemented Prospectus will comply, and any further amendments or supplements thereto, when any such amendments become effective or supplements are filed with the SEC, as amended (the “Securities Act”)case may be, will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC under the 1939 Act (the “Rules and 1939 Act Regulations”) and the Registration Statement, the Pricing Disclosure Package and the Final Supplemented Prospectus do not and will not, (A) as of the Commission thereunder, and such amendments Effective Date as to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in and any amendment thereto, (B) as of the form heretofore delivered Applicable Time as to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(bPricing Disclosure Package and (C) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes the Final Supplemented Prospectus as to the Final Supplemented Prospectus or as of this Agreementthe date when any supplement is filed as to the Final Supplemented Prospectus as further supplemented, all references contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the case of the Registration Statement and any amendment thereto, and, in the light of the circumstances under which they were made, not misleading in the case of the Pricing Disclosure Package and the Final Supplemented Prospectus as further supplemented; except that the Company makes no representations or warranties with respect to (1) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the 1939 Act or (2) statements or omissions made in a Permitted Free Writing Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or any amendment or supplement the Final Supplemented Prospectus in reliance upon and in conformity with information furnished in writing to any of the foregoing shall be deemed to Company by the Underwriters through the Representatives expressly for use therein. Each Permitted Free Writing Prospectus does not include the copy filed anything that conflicts with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references information contained in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Pricing Prospectus or the Prospectus shall be deemed to mean Final Supplemented Prospectus, and include the subsequent filing of any document under the Securities Exchange Act of 1934each such Permitted Free Writing Prospectus, as amended (supplemented by and taken together with the “Exchange Act”)Pricing Disclosure Package as of the Applicable Time, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which is deemed they were made, not misleading, except that the Company makes no representation or warranty with respect to be incorporated by reference therein any statement or otherwise deemed omissions made in a Permitted Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Rules Underwriters through the Representatives expressly for use therein. The Pricing Disclosure Package and Regulations each electronic road show, when taken together as a whole with the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to be a part thereofstate any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Pricing Disclosure Package based upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933180755), as amended which contains a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called called, together with the Base Prospectus, a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered by the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-180755) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the Issuer Free Writing Prospectuses, if any, each identified in Schedule II hereto. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references Any reference in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, such Preliminary Prospectus or otherwise the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Exchange Act that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the Rules and Regulations to be a part thereofterm “Incorporated Documents” means the documents that at the time of filing are incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities SEC the Registration Statement, including the Basic Prospectus, for registration under the 1933 Act of the offering and Exchange Commission (sale of the “Commission”) a registration statement on Form S-3 (File NoSecurities. 333-213501Such Registration Statement became effective upon filing, and no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending or, to the Company’s knowledge, threatened by the SEC. The Company has filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b) under the Securities Act of 1933Act, the Pricing Prospectus relating to the Securities. The Company will file with the SEC the Final Supplemental Prospectus relating to the Securities in accordance with Rule 424(b) under the Securities Act. The Registration Statement complies and the Final Supplemented Prospectus will comply, and any further amendments or supplements thereto, when any such amendments become effective or supplements are filed with the SEC, as amended (the “Securities Act”)case may be, will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC under the 1939 Act (the “Rules and 1939 Act Regulations”) and the Registration Statement, the Pricing Disclosure Package and the Final Supplemented Prospectus do not and will not, (A) as of the Commission thereunder, and such amendments Effective Date as to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in and any amendment thereto, (B) as of the form heretofore delivered Applicable Time as to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(bPricing Disclosure Package and (C) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes the Final Supplemented Prospectus as to the Final Supplemented Prospectus or as of this Agreementthe date when any supplement is filed as to the Final Supplemented Prospectus as further supplemented, all references contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the case of the Registration Statement and any amendment thereto, and, in the light of the circumstances under which they were made, not misleading in the case of the Pricing Disclosure Package and the Final Supplemented Prospectus as further supplemented; except that the Company makes no representations or warranties with respect to (1) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the 1939 Act or (2) statements or omissions made in a Permitted Free Writing Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or any amendment or supplement the Final Supplemented Prospectus in reliance upon and in conformity with information furnished in writing to any of the foregoing shall be deemed to Company by the Underwriters through the Representatives expressly for use therein. Each Permitted Free Writing Prospectus does not include the copy filed anything that conflicts with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references information contained in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Pricing Prospectus or the Final Supplemented Prospectus, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to any statement or omissions made in a Permitted Free Writing Prospectus shall be deemed in reliance upon and in conformity with information furnished in writing to mean the Company by the Underwriters through the Representatives expressly for use therein. The Pricing Disclosure Package and include each electronic road show, when taken together as a whole with the subsequent filing Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Pricing Disclosure Package based upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any document under Underwriter consists of the Securities Exchange Act of 1934, information described as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofsuch on Schedule I hereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, as amended (File No. 333-213501183689) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post effective amendments thereto at such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form Each of prospectus, such Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus ), is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. The Company hereby confirms their engagement of National Securities Corporation as, and National Securities Corporation hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. Conduct Rules (“Rule 5121”) with respect to the offering and sale of the Shares. National Securities Corporation, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501232771) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares offering of the Securities to a the form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”226644), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon August 7, at any given time2018, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated August 7, 2018 (the “Base Prospectus.” Such supplemental form of prospectus”), as supplemented by the prospectus supplement dated the date hereof relating to the Securities in the form in which it shall be filed with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated May 1, 2020 relating to the Securities and used prior to the filing of the Prospectus (the “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 3:50 p.m. (Eastern time) on May 1, any Preliminary Prospectus or 2020, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-3 (File No. 333-213501333- 226845) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time(including post effective amendments thereto), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included or incorporated by reference therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement in connection with the Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at shall include such Rule 462 Registration Statement. Any preliminary prospectus supplement included in the time it originally became effective Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is herein hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Original Registration StatementPricing Prospectus.” The Company proposes to will file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a the form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and the final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusThe Final Prospectus, the Pricing Prospectus and any preliminary prospectus supplement or “red xxxxxxx”, in the form in which it shall be they were included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus Securities Act, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Base Prospectus, the Final Prospectus or a Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-3 S-2 (File No. 333-213501333-[ ]) under with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission thereunder(the "Commission") thereunder and has been duly filed with the Commission under the Securities Act. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and such amendments Regulations under the Securities Act) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to the Representatives (and to such of the Underwriters which have requested the foregoing from the Company). Such registration statement statement, herein referred to as may have the "Registration Statement," which shall be deemed to include all information, if any, omitted therefrom in reliance upon Rule 430A of the Rules and Regulations under the Securities Act and contained in the Prospectus referred to below, has been required declared effective by the Commission under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in first filed by the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed Company with the Commission pursuant to Rule 424(b) (including and Rule 430A of the Base Prospectus Rules and Regulations under the Securities Act is herein referred to as so supplemented) is hereinafter called the “"Prospectus.” Any " Each preliminary prospectus included in the Registration Statement prior to the time it became or becomes effective and each form of Prospectus which prospectus that pursuant to Rule 430A of the Rules and Regulations under the Securities Act omits certain information is filed or used prior herein referred to filing the Prospectus is hereinafter called as a “"Preliminary Prospectus.” " Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under said Rules 424(b) and 430A, and prior to the termination of the offering of the Shares by the Underwriters. Each of the terms "Preliminary Prospectus," "Prospectus" and "Registration Statement," as used herein, shall include all documents and other information incorporated by reference therein pursuant including (without limitation) exhibits to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofdocuments.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501161139) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Trust and the Company has ------------------------------------- have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively called the "Securities Act"), and such amendments to such a registration statement as may have been required to on Form S- 3, including a prospectus, relating to, among other things, certain preferred securities of the date Trust, certain subordinated debt of this Agreement. Such registration statement has been declared effective the Company and guarantees by the Commission. Such registration statement, at any given time, including amendments thereto at such timeCompany of preferred securities of the Trust (collectively, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time "Shelf Securities"). The Trust and the documents and information otherwise deemed to be a part thereof Company also have filed with, or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes propose to file with with, the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement specifically relating to the Shares Securities. The registration statement as amended to a form the date of this Agreement is hereinafter referred to as the "Base Registration Statement" and any registration statement filed pursuant to Rule 462(b) under the Securities Act relating to the Securities is herein referred to as the "Additional Registration Statement," and, together with the Base Registration Statement, the "Registration Statement." The related prospectus included in covering the Registration Statement Shelf Securities in the form heretofore delivered first used to confirm sales of the Securities is hereinafter referred to as the "Basic Prospectus." The Basic Prospectus as supplemented by the prospectus supplement (the "Prospectus Supplement") specifically relating to the Underwriter. Such prospectus Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus." Any reference in which it appears in this Agreement to the Registration Statement is hereinafter called Statement, the “Base Basic Prospectus.” Such supplemental , any preliminary form of Prospectus (a "preliminary prospectus, in the form in which it shall be ") previously filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus 424 or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy which were filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”)") on or before the date of this Agreement or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which is are deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoftherein.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501189372) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B 430A under the Securities Act (the “Rule 430A Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of any Rule 462(b) Registration Statement, the term “Registration Statement in the form heretofore delivered to the UnderwriterStatement” shall include such Rule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430A Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430A and Rule 424(b) of the Rules and Regulations. Such supplemental form of prospectusfinal prospectus supplement (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement covering the Securities and Representative’s Securities (as defined in Section 4(f) hereof) on Form S-3 F-1 (File No. 333-213501254943) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, including a preliminary prospectus relating to the Securities and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise at such timethe time of effectiveness thereof (the “Effective Time”), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 Effective Time or thereafter during the period of Form S-3 under the Securities Act at such time effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timethe Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the time it originally became effective Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act is herein hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities and Representative’s Securities that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Original Registration StatementPricing Prospectus.” The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating covering the Securities, which includes the information permitted to be omitted therefrom at the Shares to a form of prospectus included in Effective Time by Rule 430A under the Registration Statement in the form heretofore delivered to the UnderwriterSecurities Act. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which it appears they were included in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be or filed with the Commission pursuant to Rule 424(b) (including 424 under the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus Securities Act is hereinafter called a “Preliminary Prospectus.” Any reference Reference made herein to the Base any Preliminary Prospectus, any Preliminary the Pricing Prospectus or to the Prospectus shall be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoftherein.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the An “Commission”) a automatic shelf registration statement on Form S-3 (File No. 333-213501) statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-216463) in respect of the Securities, containing a Base Prospectus (as defined below), has been filed with the Securities and the rules and regulations Exchange Commission (the “Rules and RegulationsCommission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing under Rule 462(e) under the Securities Act; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission thereunder, and such amendments to the use of such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared or any post-effective by the Commission. Such registration statement, at any given time, including amendments amendment thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 Rule 401(g)(2) under the Securities Act at such time and has been received by the documents and information otherwise deemed Company; the base prospectus, dated March 6, 2017, relating to the Securities of the Company to be a part thereof or included therein by offered from time to time pursuant to Rule 430B 415 under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement (as defined below) is hereinafter called the “Base Prospectus.”; the various parts of such registration statement as of the Effective Date (as defined below), including all exhibits thereto, but excluding Form T-1 (with respect to which the Company makes no representations and warranties, notwithstanding anything in this Agreement to the contrary), and the information, if any, deemed to be part of such registration statement at the time of the Effective Date, are hereinafter collectively called the “Registration Statement”; as used herein the term “Effective Date” Such supplemental form means the effective date of prospectusthe Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of the Company and the Underwriters with respect to the offering of the Securities; the Base Prospectus, in as amended and supplemented by the form in which it shall be preliminary prospectus supplement, dated November 28, 2017 and filed pursuant to Rule 424(b) under the Securities Act, relating to the Securities, is hereinafter called the “Preliminary Prospectus”; the Base Prospectus, as amended and supplemented by the final prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplementedSecurities Act in accordance with Section 3(a) hereof is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any ”; any reference herein to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the Effective Date of the Registration Statement or the date of such prospectus. For purposes of this Agreement, all references ; any reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any post-effective amendment to the subsequent filing of Registration Statement and any document documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is and incorporated therein, in each case after the date of the Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to be refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference therein or otherwise deemed by in the Rules Registration Statement; and Regulations any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to be a part thereofthe Securities is hereinafter called an “Issuer Free Writing Prospectus”.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501182070) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement). Such registration statement has been declared effective by the Commission. Such registration statement, at including any given time, including amendments thereto at such time(including post effective amendments thereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Shares to a form of prospectus included in (the Registration Statement in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501196750) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to the Shares purchase up to a form of prospectus included in the Registration Statement in the form heretofore delivered 1,043,478 additional shares to the Underwritercover over allotments. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has Issuer and the Parent have prepared and filed on May 27, 2020 with the United States Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (File No. 333-213501238729) under the Securities Act of 1933(“Registration Statement 333-238729”), as amended including a combined prospectus contained therein (the “Securities ActBasic Prospectus”), relating to the issuance and sale of certain debt securities to be issued by the Issuer, including the Notes, and guarantees of debt securities of the Issuer by the Parent (the “Parent Guarantee”), and the rules Issuer and regulations the Guarantors have prepared and filed on August 12, 2020, May 5, 2021 and August 15, 2022 with the Commission amendments to Registration Statement 333-238729 (the “Rules and RegulationsRegistration Statement Amendments”) to register the guarantees of the Subsidiary Guarantors (the “Subsidiary Guarantees” and together with the Parent Guarantee, the “Guarantees”). The Issuer has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required (the “Prospectus Supplement”) specifically relating to the Notes and the plan of distribution thereof pursuant to Rule 424. Each of Registration Statement 333-238729 and the Registration Statement Amendments was automatically effective upon filing pursuant to Rule 462(e) under the Act. Except where the context otherwise requires, Registration Statement 333-238729, on each date of this Agreement. Such and time that such registration statement has been declared and any post-effective by the Commission. Such registration statement, at any given timeamendment or amendments thereto, including amendments thereto at such timewithout limitation, the Registration Statement Amendments, became or becomes effective (each, an “Effective Date”), including all exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time therein, and the documents and including any information otherwise deemed to be contained in a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such amended registration statement by virtue of Rule 430B (including the Base “Rule 430B Information”), collectively, are herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Issuer in connection with confirmation of sales of the Notes, is hereinafter herein called the “Prospectus.”; and the term “Preliminary Prospectus” Any means each preliminary form of the Prospectus which is Supplement used in connection with the offering of the Notes that omitted Rule 430B Information, including the related Basic Prospectus in the form first filed by the Issuer and the Parent pursuant to Rule 424(b). The Basic Prospectus together with the Preliminary Prospectus, as amended or used supplemented, immediately prior to filing the Prospectus Applicable Time is hereinafter hereafter called a the “Preliminary Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Notes is hereafter called an “Issuer Free Writing Prospectus.” The “Applicable Time” shall mean 3:15 p.m. (Eastern Time) on August 15, 2022 or such other time as agreed by the Issuer and the Representatives. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule II hereto or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package is hereafter collectively called the “Disclosure Package.” Any reference herein in this Agreement to the Base ProspectusRegistration Statement, any Preliminary the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Applicable Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing after the Applicable Time of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. (i) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501195588) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement thereto (including post-effective amendments) as may have been be required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such The registration statement, at any given timestatement as of its most recent effective date, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof of the registration statement at the time of effectiveness pursuant to Rule 430A or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement”, and the related base prospectus dated May 9, 2014 included as part of the Registration Statement, together with any amendments or supplements thereto as of the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic Prospectus.” The Registration Statement at the time it originally became effective is herein called “Prospectus Supplement” means a preliminary prospectus supplement or “red xxxxxxx” (the “Original Registration Statement.” The Company proposes Preliminary Prospectus Supplement”) relating to file with the Commission pursuant to Rule 424 under Securities, and the Securities Act a final prospectus supplement (the “Final Prospectus Supplement”) relating to the Shares to a form of prospectus included in Securities filed by the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed Company with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as on or before the second business day after the date hereof, each in the form furnished by the Company to the Underwriter in connection with the offering of the date of such prospectusSecurities. For purposes of this Agreement“Preliminary Prospectus” means the Basic Prospectus as supplemented by the Preliminary Prospectus Supplement. Except where the context otherwise requires, all references to “Prospectus” means the Basic Prospectus, as supplemented by the Prospectus Supplement. As used herein, the terms “Registration Statement”, the Base “Basic Prospectus”, any Preliminary “Prospectus Supplement,” and “Prospectus, the Prospectus or any amendment or supplement to any of the foregoing ” shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gatheringdocuments, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statementif any, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.therein. The terms “supplement”, “amendment”, and

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501177123) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the CommissionCommission on October 7, 2011. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a one or more registration statement statements on Form S-3 (File No. 333-213501) under S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared or will prepare a prospectus included as part of such registration statement or a prospectus supplement to be filed with the Commission together with the prospectus included as part of such registration statement, in each case specifically relating to the Shares (the “Rules and RegulationsSales Prospectus”) ). The Company has furnished to the Agent, for use by the Agent, copies of the Commission thereunder, and such amendments to Sales Prospectus included as part of such registration statement or filed with the Commission, as may have been required supplemented by any prospectus supplement, relating to the date of this AgreementShares. Such The Company may file one or more additional registration statement has been declared effective by statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Sales Prospectus), with respect to the CommissionShares. Such Except where the context otherwise requires, each such registration statement, at any given timeas amended when it becomes effective, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B or 462(b) under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement in the form heretofore delivered to the Underwriter. Such Statement, as it may be supplemented by any prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectussupplement, in the form in which it shall be the Sales Prospectus, as supplemented by any prospectus supplement, if applicable, has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, the Prospectus or any Preliminary Prospectus amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 33333-213501) 56065, for the registration under the Securities Act of 1933, as amended 1933 (the “"Securities Act”), and the rules and regulations (the “Rules and Regulations”") of the Commission thereunder, Bonds (including a prospectus relating thereto) and such may have filed one or more amendments to thereto (including one or more amended or supplemental prospectuses) and such registration statement as may and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been required prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement. Such registration statement has been declared effective by Agreement and prior to the Commissiondate and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, at any given timeincluding financial statements and exhibits, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective effective, is herein hereinafter called the “Original Registration Statement.” The Company proposes . Any reference in this Agreement to file the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to which amends or supplements the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterProspectus. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementProspectus, all references as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934the Registration Statement, or the date of any Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501239010) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares offering of the Securities to a the form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed with the Securities SEC the Registration Statement, including the Basic Prospectus, for registration under the 1933 Act of the offering and Exchange Commission (sale of the “Commission”) a registration statement on Form S-3 (File NoSecurities. 333-213501Such Registration Statement became effective upon filing, and no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending or, to the Company’s knowledge, threatened by the SEC. The Company has filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b) under the Securities Act of 1933Act, the Pricing Prospectus relating to the Securities. The Company will file with the SEC the Final Supplemental Prospectus relating to the Securities in accordance with Rule 424(b) under the Securities Act. The Registration Statement complies and the Final Supplemented Prospectus will comply, and any further amendments or supplements thereto, when any such amendments become effective or supplements are filed with the SEC, as amended (the “Securities Act”)case may be, will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC under the 1939 Act (the “Rules and 1939 Act Regulations”) and the Registration Statement, the Pricing Disclosure Package and the Final Supplemented Prospectus do not and will not, (A) as of the Commission thereunder, and such amendments Effective Date as to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in and any amendment thereto, (B) as of the form heretofore delivered Applicable Time as to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(bPricing Disclosure Package and (C) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes the Final Supplemented Prospectus as to the Final Supplemented Prospectus or as of this Agreementthe date when any supplement is filed as to the Final Supplemented Prospectus as further supplemented, all references contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the case of the Registration Statement and any amendment thereto, and, in the light of the circumstances under which they were made, not misleading in the case of the Pricing Disclosure Package and the Final Supplemented Prospectus as further supplemented; except that the Company makes no representations or warranties with respect to (1) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the 1939 Act or (2) statements or omissions made in a Permitted Free Writing Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Final Supplemented Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through the Representatives expressly for use therein it being understood and agreed that the only such information furnished by or on behalf of any amendment or supplement to any Underwriter consists of the foregoing shall be deemed to information described as such on Schedule I hereof. Each Permitted Free Writing Prospectus does not include the copy filed anything that conflicts with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references information contained in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Pricing Prospectus or the Final Supplemented Prospectus, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to any statement or omissions made in a Permitted Free Writing Prospectus shall be deemed in reliance upon and in conformity with information furnished in writing to mean the Company by the Underwriters through the Representatives expressly for use therein. The Pricing Disclosure Package and include each electronic road show, when taken together as a whole with the subsequent filing Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Pricing Disclosure Package based upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any document under Underwriter consists of the Securities Exchange Act of 1934, information described as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofsuch on Schedule I hereof.

Registration Statement and Prospectus. The Company Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 S-1 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”111450), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderincluding a prospectus subject to completion, and such amendments to such registration statement as may have been required relating to the date of this Agreement. Such registration statement has been declared effective by the CommissionUnits. Such registration statement, at any given timeas amended, including amendments thereto at such timethe financial statements, the exhibits and appendices thereto, at the time when it becomes effective and as thereafter amended by any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timepost-effective amendment, is herein called referred to in this Agreement as the “Registration Statement.” The prospectus in the form included in the Registration Statement at or, if the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the form heretofore delivered to the Underwriter. Such Act and such information is thereafter included in a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so supplemented) filed, is hereinafter called referred to in this Agreement as the “Prospectus.” Any preliminary form If the Partnership elects, with the consent of Prospectus which is filed or used prior the Representatives, to filing rely on Rule 434 under the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein Act, all references to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated form of prospectus and the term sheet contemplated by reference therein Rule 434, taken together, provided to the Underwriters by the Partnership in reliance on Rule 434 under the Act (the “Rule 434 Prospectus”). If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-1 (File No. 333-111450) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion, in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission, and as such prospectus is amended from time to time until the date of such prospectus. For purposes of the Prospectus, is referred to in this Agreement, all Agreement as the “Preliminary Prospectus.” All references in this Agreement to the Registration Statement, the Base Rule 462 Registration Statement, the Rule 434 Prospectus, any a Preliminary Prospectus or the Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Rules and RegulationsProspectus Supplement”) ). The Company has furnished to the Agents, for use by the Agents, copies of the Commission thereunder, and prospectus included as part of such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timeas supplemented by the Prospectus Supplement, relating to the Shares. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Shares. Except where the context otherwise requires, such registration statement(s), as amended when it became effective, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall be such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, the Prospectus or any Preliminary Prospectus amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Commission under the Securities and Exchange Commission Act, a shelf registration statement, including a base prospectus relating to the Securities (the “CommissionBase Prospectus”) a registration statement on Form S-3 F-3 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”251002), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to (the Rules and Regulations at “Rule 430B Information”) as of the time such timeregistration statement became effective, is herein called the “Registration Statement.” The Registration Statement at Promptly after execution and delivery of this Agreement, the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to will prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus relating to the Shares to a Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) under the Securities Act. Such final supplemental form of prospectus included in (including the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations Securities Act to be a part thereof. The Company previously filed with the Commission a registration statement on Form F-6 (File. No. 333-191526) which covers the registration of the ADSs under the Securities Act. The registration statement relating to the ADSs, as amended at the time it became effective, is hereinafter referred to as the “ADS Registration Statement.” The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the ADSs has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply as to form in all material respects with the applicable requirements of the ​ ​ ​ Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501200926) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXEDXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules and Regulations”), with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-3 (File No. 333-213501189650) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including any pre-effective amendments and post-effective amendments) as may have been required prior to and as of the date of this AgreementAgreement (the “Base Registration Statement”) and a preliminary prospectus supplement pursuant to Rule 424(b) under the Securities Act (a “Preliminary Prospectus”), relating to the Offered Securities. Such registration statement has The Base Registration Statement and any post-effective amendment thereto, each in the form theretofore delivered to the Placement Agent, have been declared effective by the CommissionCommission in such form. Such registration statement, at any given timeBase Registration Statement, including amendments any post-effective amendment thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act at such time, the information contained in the form of Final Prospectus (as defined below) and deemed by virtue of Rule 430B under the Securities Act to be part of the Base Registration Statement at the time it was declared effective and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is in each case as amended at the time such part of the Base Registration Statement became effective, are herein collectively called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 424(b) under the Securities Act a final prospectus supplement relating to the Shares Registration Statement that relates to a the Offered Securities. The form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.,” Such supplemental form of prospectus, in the form in which it shall be and such final prospectus supplement as filed with the Commission pursuant to Rule 424(b) under the Securities Act, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any Preliminary Prospectus (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is are hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectusthe respective Prospectuses. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. The Shares to be represented by the ADSs may be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to the Deposit Agreement (the “Deposit Agreement”) entered into among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”184065), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon September 24, at any given time2012, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated September 24, 2012 (the “Base Prospectus.” Such supplemental form of prospectus”), as supplemented by the prospectus supplement dated July 31, 2013 relating to the Securities in the form in which it shall be filed with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated July 31, 2013 relating to the Securities and used prior to the filing of the Prospectus (the “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 2:20 p.m. (Eastern time) on July 31, any Preliminary Prospectus or 2013, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501270796) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared became automatically effective by upon filing with the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501198647) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501193012) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act dated April 10, 2014 that describes the Securities and the offering thereof (the “Preliminary Prospectus”). Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post-effective amendments thereto) as amended (including any post effective amendments), at such timethe time of effectiveness thereof (the “Effective Time”), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 Effective Time or thereafter during the period of Form S-3 under the Securities Act at such time effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timethe Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in that discloses the public offering price and other final terms of the Securities. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective, as it may have been amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), is hereinafter called the “Base Prospectus,” and such final prospectus supplement, as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusFinal Prospectus and any preliminary prospectus supplement or “red xxxxxxx” relating to the Securities, including the Preliminary Prospectus, in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (together with any successor system maintained by or on behalf of the Commission, “EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 333-213501) 47683, for the registration under the Securities Act of 1933, as amended 1933 (the “"Securities Act”), and the rules and regulations (the “Rules and Regulations”") of the Commission thereunder, Bonds (including a prospectus relating thereto) and such may have filed one or more amendments to thereto (including one or more amended or supplemental prospectuses) and such registration statement as may and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been required prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statements or such prospectus or any supplement to such prospectus on or after the date of this AgreementAgreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timestatements, including amendments thereto at such timefinancial statements and exhibits, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally they became effective is herein effective, are hereinafter called the “Original Registration Statement.” The Company proposes . Any reference in this Agreement to file the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to which amends or supplements the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterProspectus. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementProspectus, all references as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934the Registration Statement, or the date of any Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement ​ on Form S-3 (File No. 333-213501) under S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company paid or will pay the required SEC filing fees relating to the Shares in accordance with Rules 457(o) and 457(r) under the Securities Act. The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Rules and RegulationsProspectus Supplement”) ). The Company shall furnish to the Agents, for use by Agents, copies of the Commission thereunder, and prospectus included as part of such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at as supplemented by the Prospectus Supplement if any, relating to the Shares. Except where the context otherwise requires, such registration statement, and any given timepost-effective amendment thereto, as amended when it becomes effective, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B or 462(b) under the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act or otherwise pursuant by the Company to the Rules and Regulations at such timecover any Shares, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, if any, in the form in which it shall be such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, the Prospectus or any Preliminary Prospectus amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System system or any successor thereto (collectively, “EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501164461) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments, if any) as may have been required to the date of this Agreement. Such registration statement statement, as amended has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto, if any) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B or 430C under the Securities Act Act, as applicable, or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective Company is herein called the “Original Registration Statement.” The Company proposes to file filing with the Commission pursuant to Rule 430B or 430C, as applicable, and Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus and supplementing the base prospectus, dated March 24, 2010, included in the Registration Statement in the form heretofore delivered to the UnderwriterStatement. Such base prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus” and such final prospectus supplement relating to the Shares as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusFinal Prospectus and any preliminary prospectus supplement or “red xxxxxxx” relating to the Shares and supplementing the Base Prospectus, in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus ), is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of clarity, the term “Prospectus” shall not include any prospectus supplement pertaining to shares of the Company’s Common Stock other than the Shares. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)System. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501230258) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to the Shares purchase up to a form of prospectus included in the Registration Statement in the form heretofore delivered 3,150,000 additional shares to the Underwritercover over‑allotments. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501161859) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively called the "Act"), a registration statement on Form S-3 (File Registration No. 333-213501333-______) including a preliminary prospectus relating to the registration of the Shares and such other securities which may be offered from time to time by the Company in accordance with Rule 415 under the Act. Such registration statement (as amended, if applicable) has been declared effective by the Commission on _________, 199_. Such registration statement (as amended, if applicable), on the one hand, and the prospectus constituting a part thereof and the prospectus supplement relating to the offering of the Shares provided to the Underwriter by the Company for use (whether or not such prospectus supplement is required to be filed with the Commission by the Company pursuant to the Act) (the "Prospectus Supplement"), on the other hand, including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission thereunder (collectively called the “Rules "Exchange Act") and Regulations”the Act are referred to herein as the "Registration Statement" and the "Prospectus," respectively; provided, however, that a prospectus supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Shares to which it relates. Any registration 2 statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) of the Commission thereunder, Act (a "Rule 462(b) Registration Statement") shall be deemed to be part of the "Registration Statement" as defined herein and such amendments to any prospectus or any term sheet as contemplated by Rule 434 of the Act (a "Term Sheet") (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise shall be deemed to be a part thereof of the "Prospectus," as defined herein. All references in this Agreement to financial statements and schedules and other information which is "contained," "included," "described" or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included "stated" in the Registration Statement in or the form heretofore delivered Prospectus (and all other references of like import) shall be deemed to the Underwriter. Such prospectus in the form in mean and include all such financial statements and schedules and other information which it appears is or is deemed to be incorporated by reference in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or as the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, case may be; and all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean and include the subsequent filing of include, without limitation, even though not specifically stated, any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is or is deemed to be incorporated by reference therein in the Registration Statement or the Prospectus, as the case may be. Capitalized terms used but not otherwise deemed by defined herein shall have the Rules and Regulations meanings given to be a part thereofthose terms in the Prospectus.

Registration Statement and Prospectus. The Company has Issuer and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) 125382), which contains a base prospectus (the “Base Prospectus”), to be used in respect of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 19331933 and the rules and regulations promulgated thereunder (collectively, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been including any required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules Securities Exchange Act of 1934 and Regulations at such timethe rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is herein called the “Registration Statement.” The Registration Statement at Any preliminary prospectus supplement to the time it originally became effective Base Prospectus that describes the Securities and the offering thereof and is herein called used prior to filing of the final prospectus is called, together with the Base Prospectus, a “Original Registration Statementpreliminary prospectus.” The Company proposes to file with term “Prospectus” shall mean the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in Securities, together with the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be that is first filed with the Commission pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Execution Time”). Any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references Act; any reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of preliminary prospectus or the foregoing Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Issuer or the Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its the Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared You will furnish to us, to the extent made available to you by the Company, copies of the registration statement, the related prospectus and the amendment(s) thereto (excluding exhibits but including any documents incorporated by reference therein) filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Noin respect of the Securities, and our Acceptance of the Invitation with respect to an offering of Securities will serve to confirm that we are willing to accept the responsibility of an Underwriter thereunder and to proceed as therein contemplated. 333-213501) Such Acceptance will further confirm that the statements made under the Securities Act heading "Underwriting" in the proposed final form of 1933prospectus, insofar as amended (they relate to us, do not contain any untrue statment of a material fact or omit to state any material fact required to be stated therein or necessary to make the “Securities Act”)statements therein not misleading. As hereinafter mentioned, the "Registration Statement" and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required "Prospectus" refer to the date of this Agreement. Such registration statement has been declared Registration Statement and Prospectus included as a part thereof, in the form in which the Registration Statement becomes effective by the Commission. Such registration statement, at any given time, (including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 430A promulgated under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in Securites Act) and the form in which it appears in the Registration Statement Prospectus is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of or, if no such filing is required, the date of such prospectus. For purposes of this Agreementform in which the Prospectus is in at the time the Registration Statement in which it is contained becomes effective, all references with respect to the Registration Statement, Securities. Each preliminary prospectus with respect to the Base Securities is herein referred to as a "Preliminary Prospectus, ." The use of our name in the Prospectus and any Preliminary Prospectus, the Prospectus or any amendment or supplement to any as one of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data GatheringUnderwriters, Analysis and Retrieval System (“EXXXX”)has our consent. All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.You are

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”226644), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon August 7, at any given time2018, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated August 7, 2018 (the “Base Prospectus.” Such supplemental form of prospectus”), as supplemented by the prospectus supplement dated the date hereof relating to the Securities in the form in which it shall be filed with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated September 29, 2020 relating to the Securities and used prior to the filing of the Prospectus (the “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 4:00 p.m. (Eastern time) on September 29, any Preliminary Prospectus or 2020, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501239670) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company will file or has prepared filed, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales agreement prospectus included as part of such registration statement specifically relating to the offering of the Shares pursuant to this Agreement (the “Rules and RegulationsATM Prospectus”) ). The Company has furnished to the Agent, for use by Agent, copies of the Commission thereunder, and such amendments to such registration statement as may have been required ATM Prospectus relating to the date of this AgreementShares. Such registration statement has been declared effective by Except where the Commission. Such context otherwise requires, such registration statement, at any given timeas amended when it became effective, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement in the form heretofore delivered to the Underwriter. Such Statement, as it may be supplemented by a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectussupplement, in the form in which it shall be such ATM Prospectus and/or prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, the Prospectus or any Preliminary Prospectus amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501211374) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-1 (File No. 333-213501168496) relating to the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501138776) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The prospectus in the form in which it appears in the Registration Statement at the time it originally became such Registration Statement was declared effective is herein hereinafter called the “Original Registration StatementBase Prospectus.” The Company proposes to file with the Commission pursuant to Rule 424 424(b) under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it that shall be filed with the Commission pursuant to Rule 424(b) (including include the Base Prospectus as so supplemented) supplemented which is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusprospectus (“Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501146728) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Common Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has prepared filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “CommissionCommission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a registration statement timely basis. The Common Shares are currently quoted on the Nasdaq Global Select Market (“Principal Trading Market”) under the trading symbol “SNDL”. The Company and the transactions contemplated hereby meet the requirements for use of Form S-3 (File No. 333-213501) F-3 under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Rules and Regulations”) of ), including but not limited to the transaction requirements for an offering made by the issuer set forth in Instruction I.B.5 to Form F-3. The Company has prepared and filed, or will prepare and file, with the Commission thereunder, and such amendments to such a registration statement as may have been required on Form F-3 with respect to the date of Securities to be offered and sold by the Company pursuant to this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B the rules and regulations under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at Statement, including the time it originally became effective is herein called base prospectus contained therein (the “Original Registration Statement.” The Base Prospectus”) was prepared by the Company proposes to file in conformity, in all material respects, with the Commission pursuant to Rule 424 under requirements of the Securities Act a final and all applicable Rules and Regulations. One or more prospectus supplement supplements relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called (the “Prospectus Supplements,” and together with the Base Prospectus and any amendment thereto and all documents incorporated therein by reference, the “Prospectus.” Such supplemental form of prospectus”) have been or will be prepared by the Company in conformity, in all material respects, with the form in which it shall requirements of the Securities Act and all applicable Rules and Regulations and have been or will be filed with the Commission pursuant in the manner and time frame required by the Securities Act and the Rules and Regulations. Any amendment or supplement to Rule 424(b) (including the Registration Statement or Prospectus required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing , the Prospectus is hereinafter called a Supplement, the Prospectus or any Issuer Free Writing Prospectus (as defined herein) has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to the Underwriter or are available to the Underwriter on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“Preliminary Prospectus.” XXXXX”). Any reference herein to the Base Registration Statement, the Prospectus, or any Preliminary Prospectus amendment or the Prospectus supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein pursuant to Item 12 of Form S-3 F-3 under the Securities Act as of Act, and any reference herein to the date of such prospectus. For purposes of this Agreement, all references terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus Statement or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing after the execution hereof of any document under with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is Commission deemed to be incorporated by reference therein or otherwise deemed by therein. For the Rules and Regulations to be a part thereofpurposes of this Agreement, the “Applicable Time” means 8:30 a.m. New York City time on the date of this Agreement.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-179696) under the Act (“Registration Statement 333-179696”), which registration statement included a combined prospectus dated February 24, 2012 (the “Rules Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and Regulations”) of has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required (the “Prospectus Supplement”) specifically relating to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part plan of distribution thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating 424. Registration Statement 333-179696, including any amendments thereto filed prior to the Shares to a form of prospectus included in Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-179696, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the Base “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus.”; and the term “Preliminary Prospectus” Any means any preliminary form of the Prospectus which is filed Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or used supplemented, immediately prior to filing the Prospectus date and time that this Agreement is hereinafter executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called a the “Preliminary Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base ProspectusRegistration Statement, any Preliminary the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501188275) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Registration Statement No. 333-213501) 72558 and Registration Statement No. 333-109365 for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Bonds (including a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statements and any such amendments have become effective. The Prospectus has been prepared and will be filed pursuant to and within the rules time period required under Rule 424, Rule 430A, Rule 430B or Rule 430C, as applicable, under the Securities Act. A final term sheet, containing solely a description of the terms of the Bonds, substantially in the form of Schedule II attached hereto and regulations approved by you (the “Rules Pricing Term Sheet”), has been prepared and Regulations”will be filed pursuant to Rule 433(d), and all other material, if any, required to be filed by the Company pursuant to Rule 433(d) in connection with the offer and sale of the Commission thereunderBonds has been or will be so filed, and in each case within the time period required under such amendments Rule. The Company will not file any other amendment of such registration statements or such prospectus or any supplement to such registration statement as may have been required prospectus on or after the Applicable Time and prior to the date and time of this Agreementdelivery of and payment for the Bonds referred to in Section 3 hereof (the “Closing Date”), except with your approval. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timestatements, including any amendments thereto at such timethereto, the financial statements and exhibits and any schedules thereto at such time, the documents information contained or incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be in a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) Act, to the extent such information is deemed pursuant to Rule 430B or Rule 430C under the Act to be included in the Registration Statement at the time it became effective, are hereinafter called the “Prospectus.” Registration Statement”. Any preliminary form of Prospectus which is filed or used prior reference in this Agreement to filing the Prospectus is hereinafter called a “Preliminary as amended or supplemented (including any preliminary prospectus supplement relating to the Bonds) shall include, without limitation, any prospectus or prospectus supplement filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act which amends or supplements the Prospectus.” . Any reference herein to the Base Prospectus, any Preliminary Prospectus Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the “Exchange Act”) on or before the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementProspectus, all references as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934the Registration Statement, or the date of any Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein reference; provided that any statement in a document incorporated or otherwise deemed by the Rules and Regulations to be a part thereofincorporated in the Registration Statement or the Prospectus shall be deemed not to be contained in the Registration Statement or the Prospectus if such statement has been modified or superseded by any statement in the Registration Statement or the Prospectus when such documents became effective or were filed with the Commission, or in the Pricing Prospectus at the Applicable Time.

Registration Statement and Prospectus. The Company has Offerors have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, the "Act"), a registration statement on Form S-1 (File No. 333------) including a prospectus, relating to the Shares, the --% Junior Subordinated Deferrable Interest Debentures due 2028 of the Company (the "Debentures"), and such amendments to such registration statement as may have been required the Guarantee pursuant to the date Guarantee Agreement (as defined below) for the benefit of this Agreementthe Trust Preferred Securities (the "Guarantee"). Such To the extent the registration statement has been declared effective by amended, each such amendment has been prepared and filed with the Commission. Such registration statement, at any given timeas amended, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time when it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectuseffective, in the form in which it shall be and any registration statement filed with the Commission pursuant to Rule 462(b) under the Act, at the time when it becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statements at the time of effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is hereinafter referred to as the "Registration Statement;" the prospectus in the form first provided to the Underwriters by the Offerors for use in connection with the offering and sale of the Shares (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")), and including the Base Prospectus as so supplemented) all documents incorporated or deemed incorporated by reference therein, is hereinafter called referred to as the “"Prospectus.” Any ," except that if any revised prospectus shall be provided to the Underwriters by the Offerors for use in connection with the offering of the Shares that differs from the Prospectus (whether or not any such revised prospectus is required to be filed by the Offerors pursuant to Rule 424(b)), the term "Prospectus" shall refer to the revised prospectus from and after the time it is first provided to the Underwriters for such use. Each preliminary form of Prospectus which is filed or used prospectus included in the Registration Statement prior to filing the Prospectus time it became effective is hereinafter called herein referred to as a “"Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof."

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501217122) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-213501169918) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) ), including the base prospectus relating to the registration of the Commission thereundercertain securities described therein, and such amendments to such registration statement (including any post-effective amendments) as may have been required to the date of this Agreement. Such registration statement has been declared effective by the CommissionAgreement and will file such amendments thereto as may be required. Such registration statement, at any given time, including the amendments thereto at (including any post-effective amendments thereto) to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called referred to as the “Registration Statement.” The Registration Statement at the time it originally became has been declared effective is herein called the “Original Registration Statement.” The Company proposes to file with by the Commission pursuant to Rule 424 under the Securities Act a final Act. The base prospectus supplement relating to the Shares to a form of prospectus included contained in the Registration Statement as of the date it was so declared effective, or in the form heretofore delivered it was most recently filed with the Commission on or prior to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement date of this Agreement, is hereinafter called referred to as the “Base Prospectus.” Such supplemental form of prospectus, in If the form in which it shall be Company has filed with the Commission or files an abbreviated registration statement to register additional securities pursuant to Rule 424(b462(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any 462(b) Registration Statement”), then any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus term Registration Statement shall also be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”462(b). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such “Act”), an automatic shelf registration statement, at any given timeas defined in Rule 405, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of on Form S-3 (file number 333-202237) under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the (“Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act 333-202237”), which registration statement included a final combined prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated February 23, 2015 (the “Base Prospectus.” Such supplemental form ”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “Prospectus Supplement”) specifically relating to the Securities and the plan of prospectusdistribution thereof pursuant to Rule 424. Registration Statement 333-202237, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-202237, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus.;” Any and the term “Preliminary Prospectus” means any preliminary form of the Prospectus which is filed Supplement. The Base Prospectus together with the Preliminary Prospectus, as amended or used supplemented, immediately prior to filing the Prospectus date and time that this Agreement is hereinafter executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called a the “Preliminary Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base ProspectusRegistration Statement, any Preliminary the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with requirements for the Securities and Exchange Commission (the “Commission”) a registration statement on use of Form S-3 (File No. 333-213501) SF-3 under the Securities Act of 1933, as amended (the “Securities Act”), including the Registrant Requirements set forth in General Instruction I.A. of Form SF-3 and the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, have been satisfied as of any date required by the rules or regulations under the Securities Act. Citibank has filed with the Securities and regulations Exchange Commission (the “Rules and RegulationsCommission”) of the Commission thereunder, and such amendments to such a registration statement as may have been required to the date of this Agreement(Registration No. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time333-208054) on such Form, including amendments thereto at such timea form of prospectus, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 for registration under the Securities Act at such time of the offering and sale of the documents and information otherwise deemed Notes. Such Registration Statement, including any amendments thereto filed prior to be a part thereof or included therein by the Execution Time, has become effective. Citibank has filed with the Commission, pursuant to Rule 430B under 424(h) of the Securities Act or otherwise pursuant Act, a preliminary prospectus relating to the Rules and Regulations at such timeNotes, is herein called which has previously been furnished to the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to Representative. Citibank will file with the Commission pursuant a final prospectus relating to the Notes in accordance with Rule 424 424(b) under the Securities Act a Act. As filed, such final prospectus supplement relating will include all information required to be included therein by the Securities Act and the rules thereunder with respect to the Shares Notes and the offering thereof and, except to the extent the Underwriters agree in writing to a modification, will be in all substantive respects in the form of furnished to the Representative before the Pricing Time or, to the extent not completed at the Pricing Time, will contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus that has previously been furnished to the Representative) as Citibank has advised the Underwriters, before the Pricing Time, will be included in or made therein. If the Registration Statement in contains the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form undertakings specified by item 512(a) of prospectusRegulation S-K, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, at the Base ProspectusPricing Time, any Preliminary Prospectus, meets the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”requirements set forth in Rule 415(a)(1)(x). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such the "Act"), a registration statement as may have been required on Form S-1 (File No. 333-119511), including a prospectus subject to completion, relating to the date of this Agreement. Such registration statement has been declared effective by the CommissionShares. Such registration statement, at any given timeas amended, including amendments thereto at such timethe financial statements, the exhibits and schedules thereto, at the time when it becomes effective and as thereafter amended by any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timepost-effective amendment, is herein called referred to in this Agreement as the “"Registration Statement.” " The prospectus in the form included in the Registration Statement at or, if the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the form heretofore delivered to the Underwriter. Such Act and such information is thereafter included in a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so supplemented) filed, is hereinafter called referred to in this Agreement as the “"Prospectus.” Any preliminary form " If the Company elects, with the consent of Prospectus which is filed or used prior the Representatives, to filing rely on Rule 434 under the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein Act, all references to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated form of prospectus and the term sheet contemplated by reference therein Rule 434, taken together, provided to the Underwriters by the Company in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the registration statement on Form S-1 (File No. 333-119511) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of such prospectus. For purposes of the Prospectus is referred to in this Agreement, all Agreement as the "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Base Rule 462 Registration Statement, the Rule 434 Prospectus, any a Preliminary Prospectus or the Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”"XXXXX"). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501239670) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto at such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. (i) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501171197) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement thereto (including post-effective amendments) as may have been be required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such The registration statement, at any given timestatement as of its most recent effective date, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof of the registration statement at the time of effectiveness pursuant to Rule 430A or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement”, and the related base prospectus dated February 7, 2011, and filed as part of the Registration Statement, together with any amendments or supplements thereto as of the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic Prospectus.” The Registration Statement at “Prospectus Supplement” means the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement supplement, relating to the Shares to a form of prospectus included in Securities, filed by the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed Company with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as on or before the second business day after the date hereof, in the form furnished by the Company to the Underwriter in connection with the offering of the date of such prospectusSecurities. Except where the context otherwise requires, “Prospectus” means the Basic Prospectus, as supplemented by the Prospectus Supplement. For purposes of this Agreement, all references “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. “Permitted Free Writing Prospectuses” means the documents listed on Schedule I hereto. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus Supplement” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement”, “amendment”, and “amend” as used herein with respect to the Registration Statement, the Base Basic Prospectus, any Preliminary Prospectusthe Prospectus Supplement, the Prospectus or any amendment or supplement to any of free writing prospectus shall include all documents subsequently filed by the foregoing shall be deemed to include the copy filed Company with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is that are deemed to be incorporated by reference therein or otherwise deemed by (the Rules and Regulations to be a part thereof“Incorporated Documents”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File No. 333-213501163741) under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post-effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in (the Registration Statement in the form heretofore delivered to the Underwriter“Final Prospectus”). Such Final Prospectus and any preliminary prospectus or “red hxxxxxx,” in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall they have been or will be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus Securities Act is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any Preliminary the Final Prospectus or the any Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which or information that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofthereof under the Securities Act.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-3 (File No. 333-213501) N-2 with respect to the Units has heretofore become effective under the Securities Act of 1933, as amended and the regulations thereunder (the “Securities Act”"Regulations"), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such The registration statement, at any given timeas amended, including amendments thereto at such timethe financial statements, the exhibits and any schedules thereto at such time, the all other documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be filed as a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeincorporated therein, is herein called the “"Registration Statement.” The Registration Statement at ," and the time it originally became effective prospectus contained therein is herein called the “Original "Prospectus," except that if the Registration Statement is amended by a post-effective amendment, the term "Registration Statement.” The Company proposes " shall, from and after the post-effective amendment becomes effective under the Securities Act, refer to file with the Commission Registration Statement as so amended and the term "Prospectus" shall refer to the Prospectus as so amended or supplemented in such Registration Statement, and if any Prospectus filed by the Fund pursuant to Rule 424 497 of the Regulations subsequent to the time any Registration Statement become effective under the Securities Act a final prospectus supplement relating shall amend or supplement, or differ from, the Prospectus contained in any such Registration Statement, the term "Prospectus" shall refer to such Prospectus filed pursuant to Rule 497, or the Shares to a form of prospectus included Prospectus contained in the such Registration Statement in as amended or supplemented by the form heretofore delivered Prospectus filed pursuant to Rule 497, as the Underwriter. Such prospectus in case may be, from and after the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in date on which it shall be have been filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus SEC. Other than those that are filed as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein exhibits to the Base Prospectus, any Preliminary Prospectus there are no material contracts or the Prospectus shall be deemed to include the other documents incorporated required by reference therein pursuant to Item 12 of Form S-3 under the Securities Act or the Investment Company Act to be filed as of the date of such prospectus. For purposes of this Agreement, all references exhibits to the Registration Statement, . No stop order of the Base Prospectus, any Preliminary Prospectus, SEC preventing or suspending the use of the Prospectus or any amendment or supplement to any the effectiveness of the foregoing shall Registration Statement has been issued under the Securities Act, and no proceedings for any such purpose have been instituted or, to the knowledge of the Fund, threatened by the SEC. Any Prospectus delivered to Ameriprise Financial will be deemed identical to include the copy electronically transmitted copies thereof filed with the Commission pursuant to its SEC on the Electronic Data Gathering, Analysis Analysis, and Retrieval System system (“EXXXX”). All references in this Agreement to amendments or supplements "XXXXX") except to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated extent permitted by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.Regulation S-T.

Registration Statement and Prospectus. The Trust and the Company has have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-213501) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively called the "Securities Act"), and such amendments to such a registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timeon Form S-3, including amendments thereto at such timea prospectus, relating to, among other things, certain preferred securities of AES Trust I and II, certain junior subordinated debt and guarantees of preferred securities of AES Trust I and II (collectively, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time "Shelf Securities"). The Trust and the documents and information otherwise deemed to be a part thereof Company also have filed with, or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes propose to file with with, the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement specifically relating to the Shares Securities. The registration statement as amended to a form the date of this Agreement is hereinafter referred to as the "Base Registration Statement" and any registration statement filed pursuant to Rule 462(b) under the Securities Act relating to the Securities is herein referred to as the "Additional Registration Statement", and, together with the Base Registration Statement, the "Registration Statement". The related prospectus included in covering the Registration Statement Shelf Securities in the form heretofore delivered first used to confirm sales of the Securities is hereinafter referred to as the "Basic Prospectus". The Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Underwriter. Such prospectus Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus". Any reference in which it appears in this Agreement to the Registration Statement is hereinafter called Statement, the “Base Basic Prospectus.” Such supplemental , any preliminary form of Prospectus (a "preliminary prospectus, in the form in which it shall be ") previously filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus 424 or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy which were filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”)") on or before the date of this Agreement or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which is are deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoftherein.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501183916) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Shares to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a one or more registration statement statements on Form S-3 (File No. 333-213501) under S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared or will prepare a prospectus included as part of such registration statement or a prospectus supplement to be filed with the Commission together with the prospectus included as part of such registration statement, in each case specifically relating to the Shares (the “Rules and RegulationsSales Prospectus”) ). The Company has furnished to the Agent, for use by the Agent, copies of the Commission thereunder, and such amendments to Sales Prospectus included as part of such registration statement or filed with the Commission, as may have been required supplemented by any prospectus supplement, relating to the date of this AgreementShares. Such The Company may file one or more additional registration statement has been declared effective by statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Sales Prospectus), with respect to the CommissionShares. Such Except where the context otherwise requires, each such registration statement, at any given timeas amended when it becomes effective, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B or 462(b) under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement in the form heretofore delivered to the Underwriter. Such Statement, as it may be supplemented by any prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectussupplement, in the form in which it shall be the Sales Prospectus, as supplemented by any prospectus supplement, if applicable, has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, the Prospectus or any Preliminary Prospectus amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933, as amended (the “Securities Act”206226), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon August 7, at any given time2015, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated August 7, 2015 (the “Base Prospectus.” Such supplemental form of prospectus”), as supplemented by the prospectus supplement dated November 29, 2017 relating to the Securities in the form in which it shall be filed with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated November 29, 2017 relating to the Securities and used prior to the filing of the Prospectus (the “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 4:00 p.m. (Eastern time) on November 29, any Preliminary Prospectus or 2017, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501165112) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterUnderwriters. Such The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-213501170327) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post-effective amendments thereto at such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Shares to a form of prospectus included in (the Registration Statement in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-213501) under the Securities Act of 1933226100), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is hereinafter called called, together with the Base Prospectus, a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement ___________ * Plus an additional 2,419,354 shares subject to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofUnderwriter's over-allotment option.