Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-177563) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-232448), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Securities are referred to herein as the “Registered Securities.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Registered Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection We have heretofore received and examined a copy of the registration statement, as amended to the date hereof, and the related prospectus in respect of the Securities, as filed with the OfferingSecurities and Exchange Commission. The registration statement as amended at the time it becomes effective, including financial statements and exhibits, is hereafter referred to as the Company has prepared "Registration Statement", and the prospectus in the form first filed with the Securities and Exchange Commission (pursuant to its Rule 424(b) after the “Commission”) a registration statement (File NoRegistration Statement becomes effective is referred to as the "Prospectus". 333- ) on Form S-11 We confirm that the information furnished to you by us for use in the registration of Registration Statement and in the Shares Prospectus is correct and is not misleading insofar as it relates to us. We consent to being named as an Underwriter in such Registration Statement and we are willing to accept our responsibilities under the Securities Act of 19331933 (the "Act"), as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments a result thereof. We confirm that we have authorized you to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if advise the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement on our behalf (a) as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with statements to be included in any Preliminary Prospectus and in the Commission, Prospectus under the heading "Underwriting" insofar as they relate to us and (iib) if the prospectus filed by the Company pursuant that there is no other information about us required to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time be stated in the Registration Statement or Prospectus. We further confirm that, upon request by you as Representative, we have furnished a copy of any amended Preliminary Prospectus to each person to whom we have furnished a copy of any previous Prospectus, and we confirm that we have delivered, and we agree that we will deliver, all preliminary and final Prospectuses required for compliance with the most recent postprovisions of Rule 15c2-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of 8 under the Securities Exchange Act Rules and Regulations included at any time as part of 1934 (the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires"1934 Act").

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-184677) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-164703), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-172205) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-183355) on Form S-11 S-3 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filedfiled with the Commission. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated or deemed to be incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-180274) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) , and there has become effective, a registration statement (File No. 333- ) on Form S-11 for S-3, including a prospectus, relating to the registration of Notes (as such term is defined on Schedule I hereto). Such Registration Statement, as amended, and including the Shares information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations of documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the Commission promulgated thereunder "Registration Statement"; (the “Securities Act Rules related preliminary prospectus dated ____________, including the documents incorporated or deemed to be incorporated by reference therein, [and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 preliminary prospectus supplemented dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus contained dated _____________, including the documents incorporated or deemed to be incorporated by reference therein, as finally amended at [and prospectus supplement dated _________] are hereinafter called, [collectively,] the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “"Prospectus”, except that (i) if the ." The Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration has provided copies of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or [, the most recent post-effective amendment theretopreliminary prospectus] and the Prospectus to the Remarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the Notes. (IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Notes (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company hereby consents to the use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Notes]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the Prospectus shall have become effectivebe deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, then as amended (the term “"1934 Act"), which is incorporated or deemed to be incorporated by reference in the Registration Statement [, the preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-195292) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-186111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196594) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The there has become effective, a registration statement on Form S-11 and S-3, including a prospectus, relating to the prospectus contained thereinSecurities (as such term is defined on Schedule I hereto). Such Registration Statement, as finally amended at amended, and including the date information deemed to be a part thereof pursuant to Rule 430A under the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment1933 Act, and the term “documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the "Registration Statement"; the [related preliminary prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus supplement dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated ________] are hereinafter called, [collectively,] the "Prospectus” shall refer ." The Company has provided copies of the Registration Statement [, the preliminary prospectus] and the Prospectus to the amended Remarketing Agent, and hereby consents to the use of the [preliminary prospectus then on file and the] Prospectus in connection with the Commissionremarketing of the Securities. [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED PURSUANT TO THE REMARKETING AGREEMENT, and (ii) if INSERT THE FOLLOWING: The Company has provided to the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) Remarketing Agent, for use in connection with remarketing of the Securities Act Rules (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum [and] [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and Regulations shall differ from such preliminary marketing memorandum (including the prospectus on file at documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company hereby consents to the time use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Securities]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the most recent post-effective amendment theretoProspectus shall be deemed to mean and include the filing of any document under the 1934 Act, if anywhich is incorporated or deemed to be incorporated by reference in the Registration Statement [, shall have become effective, then the term “preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (File Registration No. 333- 333-201842) on Form S-11 that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to ) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or may will be so prepared and fileddelivered to the Dealer Manager. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (iif the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to such registration statementthe Registration Statement, then the term “Registration StatementProspectus” shall, from and after includes the declaration of prospectus filed pursuant to Rule 424(b) or the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by prospectus included in such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinIf a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such registration statement and prospectus contained therein from and after the effective date of each post-effective amendment effectiveness of such registration statement, as such registration statement and prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. __________) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representative prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-152760) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-176604) on Form S-11 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333- 333-255101) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus included in the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Shares and after the declaration ADSs and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Shares and (ii) if the prospectus filed by ADSs and the Company pursuant to either offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such respective 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 thereof 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 shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context 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”) that is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with A registration statement on Form S-1 (File No. 333-133433) (the Offering, “Initial Registration Statement”) in respect of the Company Units has prepared and been filed with the Securities and Exchange Commission (the “Commission”) ); the Initial Registration Statement and any post-effective amendment thereto and the Exchange Act Registration Statement and any amendment thereto, excluding exhibits thereto, each in the form heretofore delivered to you, for you and each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement (File No. 333- ) on Form S-11 for statement, if any, increasing the registration size of the Shares offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission promulgated thereunder (under the “Securities Act Rules and Regulationsis hereinafter called a “Preliminary Prospectus”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus contained thereinfiled with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it was declared effective, each as finally amended at the date time such part of the registration statement is declared Initial Registration Statement became effective by or such part of the Commission (the “Effective Date”Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are respectively hereinafter referred to as collectively called the “Registration Statement” ”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term ; and any “Registration Statementissuer free writing prospectus” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either defined in Rule 424(b) or 424(c) of 433 under the Securities Act Rules and Regulations shall differ from relating to the prospectus on file at Units is hereinafter called an “Issuer Free Writing Prospectus”); the time the Exchange Act Registration Statement or the most recent post-has become effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A provided in Section 12 of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Exchange Act;

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement have been or on Form S-3 (No. 333-22521), including a prospectus relating to the Securities, which may be so prepared and filedamended. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time when it becomes effective, including all financial schedules and exhibits thereto and documents incorporated therein by reference and including a registration statement (if any) filed pursuant to Rule 462(b) under the Act increasing the size of the offering registered under the Act and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus (including any prospectus subject to completion taken together with any term sheet meeting the requirements of Rule 434(b) or Rule 434(a) under the Act) in the form first used to confirm sales of Securities is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to you by the Company files a post-effective amendment for use in connection with the offering of the Securities as contemplated by Section 5 hereof which differs from the form of prospectus first used to confirm sales of Securities, the term "Prospectus" shall refer to such registration statement, then the term “Registration Statement” shall, revised prospectus from and after the declaration time it is first provided to you for such use. Any reference herein to 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 Act, as of the effectiveness date of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)prospectus, as the case may be, from and any reference to any amendment or supplement to any preliminary prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a of such preliminary prospectus related to or Prospectus, as the Shares case may be, under the Securities Exchange Act of 1934, as contemplated by Rule 430 or Rule 430A amended, and the rules and regulations of the Securities Act Rules Commission thereunder (collectively called the "Exchange Act"), and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereinin such preliminary prospectus or Prospectus, as the term “Effective Date” also 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 Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of each post-effective amendment to the Registration Statement that is incorporated by reference in the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274581), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the documents and the prospectus contained information incorporated by reference therein, as finally amended the amendments thereto, the exhibits thereto and any schedules thereto, at the date time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-226959), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274421), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement on Form S-1 (File No. 333-50511) including a prospectus, relating to the Shares, which may have been or may be amended; each such amendment was so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; any registration statement filed pursuant to Rule 462(b) under the Act is herein called the "462(b) Registration Statement," and after such filing the “term "Registration Statement" shall include the Rule 462(b) Registration Statement; the prospectus in the form first provided to the Underwriters by the Company 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)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a is first provided to the Underwriters for such use; and each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-225410), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-238298), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement (such post-effective amendment by time, the Commission, refer to such registration statement as amended by such post-effective amendment“Effective Time”), and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S- 1 (File No. 333- ) on Form S-11 for 333-221027), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-192852) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-161449), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-235904), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the (a) The Company has prepared and filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more , with the United States Securities and Exchange Commission (the “Commission”) the Shelf Registration Statement and such amendments to such registration statement (including any pre-effective amendments and post-effective amendments) as may have been or may be so prepared required prior to and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at of the date the registration statement is declared effective by the Commission of this Agreement (the “Effective DateBase Registration Statement”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company supplement pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (a “Preliminary Prospectus”), relating to the prospectus on file at the time the Securities. The Base Registration Statement or the most recent and any post-effective amendment thereto, if anyeach in the form theretofore delivered to the Buyer, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been fileddeclared effective by the Commission in such form. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Such Base Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each including 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 of Form S-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, in each case as amended at the time such part of the Base Registration Statement became effective, are herein collectively 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”), unless then any reference herein to the context otherwise requiresterm Registration Statement shall include such Rule 462 Registration Statement.”

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. 333 - 83255) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to of the Regulations; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to any prospectus (including any preliminary prospectus) which differs from such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time included in the Registration Statement or is provided to you for use in connection with the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A offering of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Shares

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196302) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169355) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations (“Rule 163(c)”)) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or any other offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Notes and at the date hereof, the Company neither was nor is an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any of its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the 1933 Act and not being the subject of a proceeding under Section 8A of the 1933 Act in connection with the Offeringoffering of the Notes, all as described in Rule 405. The Registration Statement became effective upon filing under Rule 462(e) of the Company has prepared and filed with the Securities and Exchange Commission 1933 Act Regulations (the “CommissionRule 462(e)”) a registration statement (File Noon January 25, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). 333- ) on Form S-11 for No stop order suspending the registration effectiveness of the Shares Registration Statement, or notice objecting to its use, has been issued under the Securities 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with; the Indenture has been duly qualified under the Trust Indenture Act of 1933, 1939 as amended (the “Securities 1939 Act”); at the respective times that the Registration Statement and any post-effective amendment thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”)) became effective, at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the date hereof, the Registration Statement and any amendments thereto complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the Commission promulgated thereunder under the 1939 Act (the “Securities 1939 Act Rules and Regulations”)) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 each preliminary prospectus and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus Statutory Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration StatementStatement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act Regulations, complied when so filed in all material respects with the 1933 Act Regulations; each preliminary prospectus and the Statutory Prospectus delivered to the applicable Agent(s) for use in connection with the offering of Notes are identical to any electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T; and at the date hereof, at the date of the Statutory Prospectus and at each Representation Date, neither the Statutory Prospectus nor any amendment or supplement thereto included or will include an untrue statement of a material fact or omitted or will 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. Any offer that is a “written communication” as defined in Rule 405 relating to the Notes made prior to the filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. As of the Applicable Time with respect to the offering of any applicable issue of Notes, the Issuer Free Writing Prospectus(es) (as defined below) and the Statutory Prospectus, relating to the offering of the Notes, all considered together (collectively, the “General Disclosure Package”) will not include 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. As used herein, the terms “Registration Statement”, “preliminary Prospectus” in this subsection and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.elsewhere in this Agreement:

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a prospectus and a prospectus supplement, relating to the prospectus contained thereinShares. The registration statement, as finally amended at the date time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, prospectus and the term “prospectus supplement in the form first used to confirm sales of Shares is hereinafter referred to as the "Prospectus” shall refer " (including, in the case of all references to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoProspectus, if anydocuments incorporated therein by reference). If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), shall have become effectivethen, then unless otherwise specified, any reference herein to the term “Prospectus” "Registration Statement" shall refer be deemed to include such prospectus filed pursuant to either Rule 424(b462(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As The terms "supplement" and "amendment" or "amend" as used hereinin this Agreement with respect to the Registration Statement or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, "Exchange Act") that are deemed to be incorporated by reference therein. As used herein, in the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresProspectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S‑1 (File No. 333- ) on Form S-11 for 333-249441), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement (such post-effective amendment by time, the Commission, refer to such registration statement as amended by such post-effective amendment“Effective Time”), and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”): (i) the Initial Registration Statement, (ii) a registration statement (File No. 333-217579) on Form S-11 (the “Follow-On Registration Statement”) for the registration of the Follow-On Shares, and (iii) a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); , and one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement on Form S-11 Initial Registration Statement, Follow-On Registration Statement and DRP Registration Statement and the prospectus prospectuses contained therein, as finally amended or supplemented at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively each hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iA) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiB) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-271355), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection (i) The Original Registration Statement, including the Preliminary Prospectus, has been filed by the Company with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement Registration Statement may have been or may be so prepared and filed. The registration statement on Form S-11 and After the prospectus contained thereinexecution of this Agreement, the Company will file with the Commission either (x) if such Registration Statement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Securities Act, either (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iI) if the Company files relies on Rule 434 under the Securities Act, a post-effective Term Sheet relating to the Shares that shall identify the Preliminary Prospectus that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Securities Act or (II) if the Company does not rely on Rule 434 under the Securities Act, a prospectus in the form most recently included in an amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto(or, if any, shall have become effective, then the term “Prospectus” shall refer to no such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it amendment shall have been filed. The term “preliminary Prospectus” , in such Registration Statement), with such changes or insertions as used herein shall mean a preliminary prospectus related to the Shares as contemplated are required by Rule 430 or Rule 430A of under the Securities Act Rules or permitted by Rule 424(b) under the Securities Act, and Regulations included at any time in the case of either clause (I) or (II) of this sentence, as part of have been provided to and approved by the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer Representatives prior to the effective date execution of each post-effective amendment to the this Agreement, or (y) if such Registration Statement, unless as it may have been amended, has not been declared by the context otherwise requiresCommission to be effective under the Securities Act, an amendment to such Registration Statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Shares, which registration shall be effective upon filing with the Commission.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Initial Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); a registration statement (File No. 333-217579) on Form S-11 for the registration of the Follow-On Shares (“Follow-On Registration Statement”); and a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement statements on Form S-11 and on Form S-3 and the prospectus prospectuses contained therein, as finally amended at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-191073) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. The prospectus in the effectiveness of such post-effective amendment by form in which it appeared in the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file Registration Statement at the time the Registration Statement or became effective is herein called the most recent post-effective amendment thereto“Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), if anythat describes the Securities and the offering thereof, shall have become effectivethat 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, then the term “Prospectus” shall refer Company will prepare and file with the Commission a final prospectus supplement to such prospectus filed pursuant the Base Prospectus relating to either 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 prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(cthe 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. All references in this Agreement 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 (“XXXXX”). 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 pursuant to 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, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context 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 requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission“ Commission ”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the ““ Securities ActAct ”), and the rules and regulations of the Commission promulgated thereunder (the ““ Securities Act Rules and RegulationsRegulations ”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the ““ Effective DateDate ”) are respectively hereinafter referred to as the ““ Registration StatementStatement ” and the “Prospectus“ Prospectus ”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-200464) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169075) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-239055), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Shares are referred to herein as the “Registered Shares.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriter for use in connection with the offering of the Registered Shares, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-223630), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, 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, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-163069) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-196108), for the registration of the up to $1,000,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-214116), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term “Prospectus” shall refer Rule 430A Information that was used after such effectiveness and prior to the amended prospectus then on file execution and delivery of this Agreement is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) offering of the Securities Act Rules is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, 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 Regulations shall differ from the prospectus on file at the time Retrieval system or any successor system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A 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”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documentsFurther, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.a separate prospectus is filed and becomes effective

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- 268528) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) with respect to the Securities, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission and remains effective on or prior to the date of this Agreement. Each part of such registration statement, as well as all amendments, including any post-effective amendments, exhibits and all schedules thereto, the documents incorporated by reference therein under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A or Rule 430B under the Securities Act (the “Effective DateRule 430A Information” and “Rule 430B Information”, respectively) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective or thereafter during the period of effectiveness, is herein called the “Registration Statement” and ”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. The preliminary prospectus in the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus form in which it has most recently been filed by the Company pursuant with the Commission on or prior to either the date of this Agreement and included in the Registration Statement is herein called the “Preliminary Prospectus”. Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus to the Preliminary Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430A, Rule 430B and Rule 424(b) of the Rules and Regulations, as applicable. Such final form of prospectus (including the Preliminary Prospectus as may be supplemented or 424(c) of amended, as applicable), filed with the Commission pursuant to Rule 424(b), is herein called the “Prospectus”. Any reference herein to the Prospectus and any Preliminary Prospectus shall be deemed to include the documents incorporated by reference therein 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, any Preliminary Prospectus and the Prospectus 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 (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, 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 shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment all references in this Agreement to the Registration Statement, unless the context 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, and the rules and regulations promulgated by the Commission thereunder (the “Exchange Act”), which is incorporated by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-156742), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196549) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a related prospectus, and each supplement thereto, relating to the Shares. The Company will cause the prospectus, properly completed, and any supplement thereto, to be filed with the Commission pursuant to Rule 424(b) within the time period prescribed and will provide the Underwriters with satisfactory evidence of timely filing. The Company has complied with the conditions for the use of Form S-3. The registration statement, as amended, at the time it became effective, including the exhibits thereto, the information incorporated by reference therein and the prospectus contained therein, as finally amended at the date information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 461(a) under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus, including any prospectus supplement thereto relating to the Shares, in the form first used to confirm sales of Shares is hereinafter referred to as the "Prospectus”, except that (i) if ". If the Company files has filed or is required pursuant to the terms hereof to file a post-effective amendment registration statement pursuant to such registration statementRule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then then, unless otherwise specified, any reference herein to the term “"Registration Statement” shall, from and after the declaration of the effectiveness of " shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRule 462(b) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190698) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for S-3, including a base prospectus, relating to certain securities, including the registration Common Stock, to be issued from time to time by the Company, and a prospectus relating to the Shares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Shares under 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 furnished to the Agent, for use by Agent, copies of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to prospectus included as part of such registration statement have been relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or may incorporated by reference therein, and including any information contained in a Prospectus (as defined below) and/or prospectus supplement subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be so prepared and filed. The a part of such registration statement on Form S-11 and pursuant to Rule 430B or 462(b) of the prospectus contained thereinSecurities Act, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as herein called the “Registration Statement.” The base prospectus and prospectus, including all documents incorporated therein by reference, included in the Registration Statement, in the form in which such prospectus has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “Prospectusissuer free writing prospectus,” as defined in Rule 433 of the Securities Act (“Rule 433”), except relating to the Shares, if any, that (i) if is required to be filed with the Commission by the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and or (ii) if the prospectus filed by the Company is exempt from filing pursuant to either Rule 424(b) 433(d)(5)(i), in each case in the form filed or 424(c) of required to be filed with the Securities Act Rules 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 reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and Regulations shall differ from include the prospectus on file at documents incorporated by reference therein, and any reference herein to the time terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the most recent post-effective amendment thereto, if any, Prospectus shall have become effective, then the term “Prospectus” shall be deemed to refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as and include the case may be, from and filing after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related execution hereof of any document with the Commission deemed to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, be incorporated by reference therein. As used hereinFor purposes of this Agreement, the term “Effective Date” also shall refer to the effective date of each post-effective amendment all references to the Registration Statement, unless the context otherwise requiresProspectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 216891 ) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” 1 shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.. (b)

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-191106), for the registration of the up to $2,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 F-1 (File No. 333-212491), including a prospectus subject to completion, relating to the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time when it becomes effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement.” The prospectus in the form included in the Registration Statement or, if the prospectus contained thereinincluded in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus, as finally amended at so filed, is referred to in this Agreement as the date “Prospectus.” If the Company files another registration statement with the Commission to register a portion of the Offered Securities pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement is on Form F-1 (File No. 333-212491) and the Rule 462 Registration Statement, if any, as each such registration statement may be amended pursuant to the Act as of the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto, was declared effective by the Commission (the “Effective Date”). 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 the Prospectus is referred to in this Agreement as the “Preliminary Prospectus.” A registration statement on Form F-6 (File No. 333-212638) are respectively relating to the ADSs has been filed with the Commission and has become effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “ADS Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires).

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-148414), for the registration of the up to $2,475,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 127405), for the registration of the up to $2,000,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the amended, (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement is declared effective by filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as herein called the “Registration Statement” and the prospectus contained therein is called the “Prospectus”, except that (i) ,” and if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-182340), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-178651) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-_______), including a prospectus subject to completion, relating to the prospectus contained thereinShares. Such registration statement, as finally amended at the date the registration statement is declared time when it becomes effective by the Commission (the “Effective Date”) are respectively hereinafter referred to and as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as thereafter amended by such post-effective amendment, and is referred to in this Agreement as the term “Prospectus” shall refer to "Registration Statement." The prospectus in the amended prospectus then on file with form included in the CommissionRegistration Statement, and (ii) or, if the prospectus included in the Registration Statement omits information in reliance upon Rule 430A under the Act and such information is included in a prospectus filed by with the Company Commission pursuant to either Rule 424(b) under the Act or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed is referred to in this Agreement as the "Prospectus." If the Company elects to rely on Rule 434 under the Act, all references to the Prospectus shall be deemed to include, without limitation, the form of prospectus and the term sheet contemplated by 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 Rule 462(b) under the 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-_____) and the Rule 462 Registration Statement, unless as each such registration statement may be amended pursuant to the context otherwise requiresAct. 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 the Prospectus, are collectively referred to in this Agreement as the "Prepricing Prospectus." For purposes of this Agreement, all references to the Registration Statement, the Prospectus, any Prepricing Prospectus, any Rule 434 Prospectus, any Rule 462 Registration Statement or any amendment or supplement to any of the foregoing shall be deemed to include the respective copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering Analysis and Retrieval System ("Xxxxx").

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and duly filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-___) including a prospectus, relating to the prospectus contained therein, as finally amended at Shares. To the date extent the registration statement has been amended, each such amendment has been prepared and duly filed with the Commission. The registration statement, as amended, at the time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; the prospectus in the form first provided to the Underwriters by the Company 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)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filedis first provided to the Underwriters for such use. The term “preliminary Prospectus” as used herein shall mean a Each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-[ • ]) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.. 1 (b)

Registration Statement and Prospectus. In connection with (A) A registration statement (No. [ ]), including a form of prospectus supplement relating to the OfferingNotes and a form of base prospectus relating to each class of securities to be registered under such registration statement (the “Registered Securities”), the Company has prepared and been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) by the Depositor on Form S-11 for the registration behalf of the Shares Depositor and the Trust, and by NMAC, on behalf of NILT Trust and Nissan Infiniti LT (as used herein, the Depositor, NILT Trust and Nissan Infiniti LT, collectively, the “Registrants”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to rule 462(b) (“Rule 462(b)”) under the Securities Act Rules and Regulations”); one declared effective upon filing, and the Notes have been registered under the Securities Act pursuant to the initial registration statement and such additional registration statement or more amendments (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing, the Notes will have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Registrants do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement have been or may be so prepared filed with the Commission prior to the execution and filed. The delivery of this Agreement, then the most recent amendment (if any) to each such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-or has become effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company upon filing pursuant to either Rule 424(b462(c) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term (“Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b462(c)”) or 424(cRule 462(b), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and duly filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-26133) including a prospectus, relating to the prospectus contained therein, as finally amended at Shares. To the date extent the registration statement has been amended, each such amendment has been prepared and duly filed with the Commission. The registration statement, as amended, at the time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; the prospectus in the form first provided to the Underwriters by the Company 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)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filedis first provided to the Underwriters for such use. The term “preliminary Prospectus” as used herein shall mean a Each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-128662), for the registration of the up to 200,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the amended, (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement is declared effective by filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as herein called the “Registration Statement” and the prospectus contained therein is called the “Prospectus”, except that (i) ,” and if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-207740), for the registration of the up to $1,100,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall include such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include such DRIP Prospectus from and after the documentsdeclaration of effectiveness of such DRIP Prospectus, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer as such prospectus may be amended or supplemented from time to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-168129), for the registration of the up to 300,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Rxxx, acting as sales agent and/or principal, shares (the “Shares”) of its authorized but unissued common stock, par value 0.00001 per share, having an aggregate gross sales price of up to Ten Million Dollars ($10,000,000) (the “Maximum Amount”). The shares of common stock, par value $0.00001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Rxxx shall have no obligation in connection with such compliance. The issuance and sale of the OfferingShares through Rxxx will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company agrees that whenever it determines to sell Shares directly to Rxxx as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-197820) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement (including post-effective amendments) as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is (including any post-effective amendments), has been declared effective by the Commission Commission. Such registration statement, at any given time, including amendments thereto to such time (including post-effective amendments), the “Effective Date”) are respectively hereinafter referred exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to as 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” and the “Prospectus.”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company The Partnership has prepared and filed with the Securities and Exchange Commission (in accordance with the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-192328), including a prospectus subject to completion, relating to the prospectus contained thereinUnits. Such “Registration Statement,” including all amendments filed thereto, has become effective. The date that the Registration Statement, as finally amended at amended, including the date the registration statement financial statements, exhibits and schedules thereto, became effective is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as .” The prospectus in the “form included in the Registration Statement” and the “Prospectus”Statement or, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed by with the Company Commission pursuant to either Rule 424(b) under the Act or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each a post-effective amendment to the Registration Statement after the Registration Statement became effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus.” If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Rule 462(b) under the 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. 333-192328) and the Rule 462 Registration Statement, unless as each such registration statement may be amended pursuant to the context otherwise requiresAct. 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 the Prospectus is referred to in this Agreement as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(a) of the Act prior to or on the date hereof. For purposes of this Agreement, “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 Partnership or used or referred to by the Partnership in connection with the offering of the Units. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto. “Time of Sale” means 6:50, New York City time, on January 14, 2014. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include 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”).

Registration Statement and Prospectus. In connection with the Offering, the Company has The Offerors have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the "Rules and Regulations") of the Commission promulgated thereunder (collectively, the “Securities "Act"), and the Trust Indenture Act Rules and Regulations”of 1939, as amended (the "Trust Indenture Act"); one or more amendments to such ' a registration statement on Form S-1 (File Nos. 333-51271 and 333-51271-01) including a prospectus, relating to the Securities, the Junior Subordinated Debentures and the Guarantee, that may have been or may be amended; each such amendment was so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; the prospectus in the form first provided to the Underwriters by the Offerors in connection with the offering and sale of the “Securities (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as the "Prospectus”, ," except that if any revised prospectus shall be provided to the Underwriters by the Offerors for use in connection with the offering of the Securities that differs from the Prospectus (i) if whether or not any such revised prospectus is required to be filed by the Company files a post-effective amendment Offerors pursuant to such registration statementRule 424(b)), then the term “Registration Statement” shall, "Prospectus" shall refer to the revised prospectus from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer time it is first provided to the amended 2 Underwriters for such use; and each preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-178651) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is was first declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a prospectus, relating to, among other things, its common stock, $0.01 par value per share, and the prospectus contained thereinhas filed with, as finally amended at the date the registration statement is declared effective by or transmitted for filing to, the Commission a prospectus supplement (the “Effective Date”"Prospectus Supplement") are respectively hereinafter referred specifically relating to as the “Shares pursuant to Rule 424 under the Act. The term "Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to " means such registration statement, then including the exhibits thereto, as amended to the date of this Agreement. The term “"Basic Prospectus" means the prospectus included in the Registration Statement” shall, from and after . The term "Prospectus" means the declaration Basic Prospectus together with the Prospectus Supplement in the form first used to confirm sales of the effectiveness of such post-effective amendment by Shares. If the Commission, refer to such Company has filed or files an abbreviated registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company register additional shares of Common Stock pursuant to either Rule 424(b462(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (the prospectus on file at the time "Rule 462 Registration Statement"), then any reference herein to the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer be deemed to include such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed462 Registration Statement. The term “"preliminary Prospectus” as used herein shall mean prospectus" means a preliminary prospectus related supplement specifically relating to the Shares as contemplated by Rule 430 or Rule 430A of together with the Securities Act Rules and Regulations included at any time as part of the Registration StatementBasic Prospectus. As used herein, the terms “"Registration Statement”, “," "Basic Prospectus," "Prospectus" and "preliminary Prospectus” and “Prospectus” prospectus" shall include in each case the documents, if any, documents incorporated by reference therein. As The terms "supplement" and "amendment" or "amend" as used herein, in this Agreement shall include all documents subsequently filed by the term “Effective Date” also shall refer Company with the Commission pursuant to the effective date Securities Exchange Act of each post-effective amendment 1934, as amended (the "Exchange Act"), that are deemed to be incorporated by reference in the Registration Statement, unless the context otherwise requiresProspectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-157583) under the Act (“Registration Statement 333-157583”), which registration statement included a combined prospectus dated February 27, 2009 (the “Securities Act Rules and RegulationsBasic Prospectus”); one , relating to an indeterminate aggregate offering price or more amendments number of, among other securities, the Shares, the Preferred Shares and shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) issuable upon conversion of the Preferred Shares (the “Conversion Shares”), 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 have been or may be so prepared (the “Prospectus Supplement”) specifically relating to the Shares, the Preferred Shares and filedthe Conversion Shares and the plan of distribution thereof pursuant to Rule 424. The Registration Statement 333-157583, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-157583, on each date and time that such registration statement on Form S-11 and the prospectus contained thereinany post-effective amendment or amendments thereto became or becomes effective (each, as finally amended at the date the registration statement is declared effective by the Commission (the an “Effective Date”), including all documents filed as part thereof and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are respectively hereinafter referred to as herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is herein called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, ; and the term “Preliminary Prospectus” shall refer means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the amended prospectus then on file with the Commission, date and (ii) if the prospectus filed time that this Agreement is executed and delivered by the Company pursuant to either Rule 424(b) or 424(c) of parties hereto, as set forth on Schedule II hereto (the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(cExecution Time”), is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related defined in Rule 433) relating to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms is hereafter called an “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Issuer Free Writing

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-152653), for the registration of the up to $3,000,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the amended, (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement is declared effective by filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as herein called the “Registration Statement” and the prospectus contained therein is called the “Prospectus”, except that (i) ,” and if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-146341), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with (a) As soon as practicable after the Offeringdate hereof but in no event later than 45 days after the Closing Date (such 45th day being the "Filing Deadline"), the Company has prepared and filed shall file with the Securities and Exchange Commission (Commission, in accordance with the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “"Act"), a registration statement, including a prospectus and, if applicable, a prospectus supplement, relating to all Pledged Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-3 under the Act (the "Initial Registration Statement"), and shall use its best efforts to cause the prospectus contained thereinRegistration Statement to become effective on or prior to 60 days after the Filing Deadline (such 60th day, as finally amended at being the "Effectiveness Deadline"). During the period from the date the Initial Registration Statement becomes effective to the date there ceases to be any outstanding obligations (including, but not limited to, obligations to pay principal, interest or other amounts payable) under the Margin Loan (the "Registration Period"), to the extent that for any reason the form of the Initial Registration Statement becomes no longer available, the Company shall use its best efforts to file and to cause to become effective as promptly as practicable any necessary amendments to or any successor form of registration statement is declared effective relating to the Pledged Securities (the "Successor Registration Statement" and, together with the Initial Registration Statement, the "Registration Statement") as then shall be available under the Act to permit sales of Pledged Securities by the Commission (Pledgee, the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” Investors and the “Prospectus”Underwriters, except that (i) if the Company files a post-effective amendment to such registration statementany, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment type contemplated by the Commission, refer this Agreement. The Company agrees to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time include in the Registration Statement all information that the Pledgee or the most recent post-effective amendment theretoUnderwriters, if any, shall have become reasonably request. During the Registration Period, the Company shall use its best efforts to keep the Registration Statement continuously effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from supplemented and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related amended to the Shares as contemplated by Rule 430 or Rule 430A extent necessary to ensure that it is available for public sales of the Pledged Securities Act Rules and Regulations included at any time as part of by the Registration Statement. As used hereinPledgee, the terms “Registration Statement”, “preliminary Prospectus” Investors and “Prospectus” shall include the documentsUnderwriters, if any, incorporated by reference therein. As used hereinand to ensure that it conforms with the requirements of this Agreement, the term “Effective Date” also shall refer Act and the policies, rules and regulations of the Commission as announced from time to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-194162) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the (a) The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) a shelf registration statement on Form S-3 (File No. 333- 333-138032) on Form S-11 and post-effective amendment to such registration statement for the registration of the Shares Notes and other securities to be issued from time to time under the Securities Act of 1933, as amended (the “Securities 1933 Act”). Such registration statement and post-effective amendment thereto have been declared effective by the SEC. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated thereunder SEC under the 1933 Act (the “Securities 1933 Act Rules and Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b); one or more amendments to ”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from such registration statement have been or may post-effective amendment thereto at the time each became effective but that is deemed to be so prepared part of and filed. The included in such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement pursuant to Rule 430B is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as “Rule 430B Information.” Any prospectus used in connection with the offering of the Notes that omitted Rule 430B Information is herein called a “preliminary prospectus.” 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 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Remarketing Agents for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus”.” For purposes of this Agreement, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment all references to the Registration Statement, unless any preliminary prospectus, the context otherwise requiresProspectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”).

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-169850), including a preliminary form of prospectus, relating to the Shares and such amendments to the registration statement and prospectus included therein as may have been required to the date hereof. The Company will file with the Commission either: (i) prior to effectiveness of such registration statement, a further amendment thereto, including a form of prospectus, and if required after effectiveness of such registration statement, a final prospectus in accordance with Rule 424(b) of the Shares rules and regulations (“Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”); or (ii) after effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and the rules and regulations 424(b) of the Commission promulgated thereunder (the “Securities Act Rules and Regulations. Any such preliminary prospectus and any prospectus included in the registration statement at the time it becomes effective that omits information pursuant to Rule 430A of the Rules and Regulations, is referred to herein as a “preliminary prospectus”); one or more amendments such registration statement, as it may have been amended at the time when it becomes effective, including financial statements, exhibits and the information, if any, deemed to be a part of such registration statement have been or may be so prepared by virtue of Rule 430A of the Rules and filed. The registration statement on Form S-11 and the prospectus contained thereinRegulations, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to herein as the “Registration Statement” ”; the preliminary prospectus that was included in the Registration Statement immediately prior to the time it became effective is referred to herein as the “Pricing Prospectus”; such final form of prospectus, in the form in which it was first filed pursuant to Rule 424(b) of the Rules and Regulations or, if no filing pursuant to Rule 424(b) of the Rules and Regulations is made, in the form included in the Registration Statement at the time it becomes effective, is referred to herein as the “Prospectus”; and, except that (i) if applicable, any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”. If the Company files a post-effective amendment has filed an abbreviated registration statement to such registration statementregister additional shares of Common Stock pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall, from and after the declaration of the effectiveness of shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the 462 Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. _______) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representatives prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with The Trust and the Offering, the ------------------------------------- Company has prepared and have filed with the Securities and Exchange Commission (the “"Commission”") a shelf registration statement on Form S-3 (File No. 333- 33-64525) on Form S-11 for and a related preliminary prospectus and preliminary prospectus supplement relating to the registration of Offered Securities and the Shares Subordinated Debt Securities under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more have filed such amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall and such amended preliminary prospectus or prospectuses and preliminary prospectus supplement or supplements as may have become been required to the date hereof, and will promptly file with the Commission a prospectus supplement specifically relating to the Offered Securities pursuant to Rule 424 under the 1933 Act, if necessary. The information, if any, included in such prospectus and prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information". Each prospectus and prospectus supplement used before such registration statement became effective, then and any prospectus and prospectus supplement that omitted the term “Prospectus” shall refer Rule 430A Information that was used after such effectiveness and prior to such prospectus filed the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to either Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 424(b430A Information is herein called the "Registration Statement." The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, 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 ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, 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 the Registration Statement, any preliminary prospectus or 424(c)the Prospectus, as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless any preliminary prospectus or the context otherwise requiresProspectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-2 (File No. 333- 333-37123) on Form S-11 for covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), including the related preliminary prospectus, or prospectuses, and either (A) has prepared and filed, prior to the effective date of such registration statement, an amendment to such registration statement, including a final prospectus or (B) if the Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and regulations of the Commission promulgated thereunder under the 1933 Act (the “Securities "1933 Act Rules Regulations"), will prepare and file a prospectus, in accordance with the provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act Regulations”, promptly after execution and delivery of this Agreement. Additionally, if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, the Company will prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b); one , promptly after execution and delivery of this Agreement. The information, if any, included in such prospectus or more amendments to in such Term Sheet, that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 at the time it became effective (a) pursuant to paragraph (b) of Rule 430A, is referred to herein as the "Rule 430A Information," or (b) pursuant to paragraph (d) of Rule 434, is referred to herein as the "Rule 434 Information." Each prospectus used before the time such registration statement became effective, and the any prospectus contained thereinthat omitted, as finally amended at applicable, the date Rule 430A Information or the registration statement Rule 434 Information that was used after effectiveness and prior to the execution and delivery of this Agreement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files herein called a post-effective amendment to such "preliminary prospectus." Such registration statement, then including the term “Registration Statement” shallexhibits thereto, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment schedules thereto, if any, shall have become effectiveand the documents incorporated by reference therein pursuant to Item 12 of Form S-2 under the 1933 Act, then at the term “Prospectus” shall refer to such prospectus time it became effective and including the Rule 430A Information or the Rule 434 Information, as applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to either Rule 424(b462(b) or 424(c), of the 1933 Act Regulations is herein referred to as the case may be, from "Rule 462(b) Registration Statement," and after such filing the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” Statement shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Rule 462(b)

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. 333-4490) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (ashereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration 2 Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to under the Act; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if any prospectus (including any preliminary prospectus) which differs from such prospectus included in the Company files a post-effective amendment Registration Statement is provided to such registration statement, then you for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares (whether or not such post-effective amendment by the Commission, refer differing prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " as used herein shall refer to mean such differing prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary first used, and (ii) in the event any supplement to or amendment of such prospectus related is made after the date on which the Registration Statement is declared effective and on or prior to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereinClosing Date, the term “"Prospectus" shall also mean (with respect to any supplement, from and after the date such supplement is first used or, with respect to any amendment, the date such amendment is effective under the Act) such prospectus as so supplemented or amended; and the term "Effective Date” also shall refer " means (i) if the Company and you have determined not to proceed pursuant to Rule 430A under the effective Act, the date on which the Registration Statement becomes effective, or (ii) if the Company and you have determined to proceed pursuant to Rule 430A under the Act, the date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthis Agreement.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-157375) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-140842), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File No. 333- ) on Form S-11 333-167730 ), for the registration of the up to 150,000,000 Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement, as amended, including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein, and any registration statement on Form S-11 filed under Rule 462(b) of the Securities Act, are herein called the “Registration Statement,” and the prospectus contained therein, as finally amended at the date the registration statement therein is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and herein called the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented in such Registration Statement, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.