Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869157269) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869170945) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the Statement. The form heretofore delivered to the Underwriters. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869264116) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersRepresentative. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869157300) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 Rule 462 Registration Statement, the Base Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869221493) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the offering of the Securities to a the form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869170945) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the Statement. The form heretofore delivered to the Underwriters. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869165112) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869179970) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869) 249937-01), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been including any required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A(b) (the “Rule 430A Information”), Rule 430B or Rule 430C under the Securities Act or otherwise pursuant to the Rules Securities Exchange Act of 1934, as amended, and Regulations at such timethe rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement that is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including ), together with the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter hereafter called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references Act; any reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any documents filed after the subsequent filing date of any document such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869148263) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) of adopted by the Commission thereunderCommission, including a base prospectus relating thereto (the “Base Prospectus”), and such amendments to such registration statement and supplements thereto as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company files an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement, as amended from time to time. The Registration Statement at the time it originally became effective is herein called the “Original Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusShares, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus, that describes Prospectus (including the Securities and offering thereof, Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Any Unless otherwise stated herein, any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy which were filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the time the Registration Statement became effective with respect to the Placement Agents pursuant to Rule 430B under the Securities Act (the “Effective Time”), the date of the Preliminary Prospectus (if any), or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act after the Effective Time, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869240252) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933226100), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is called, together with the Base Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869213501) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S‑3 (File No. 333-191869) 221391-01), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been including any required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430A(b) (the “Rule 430A Information”), Rule 430B or Rule 430C under the Securities Act or otherwise pursuant to the Rules Securities Exchange Act of 1934, as amended, and Regulations at such timethe rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement that is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including ), together with the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter hereafter called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S‑3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references Act; any reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any documents filed after the subsequent filing date of any document such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-3 S-11 (File No. 333-191869) 184126), for the registration of up to $2,000,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”) and the regulations thereunder (the “Regulations”). The registration statement, as amended, and the rules and regulations prospectus, as amended or supplemented, on file with the Commission at the Effective Date (the “Rules and Regulations”as defined below) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement(including financial statements, at any given time, including amendments thereto to such time, the exhibits and any schedules all other documents related thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be filed as a part thereof or included therein by incorporated therein), and any registration statement filed under Rule 430B under 462(b) of the Securities Act or otherwise pursuant Act, are respectively hereinafter referred to the Rules and Regulations at such time, is herein called as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called and the “Original Registration Statement.Prospectus,” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in except that if the Registration Statement is hereinafter called amended by a post-effective amendment, the term “Base Registration Statement” shall, from and after the declaration of effectiveness of such post-effective amendment, refer to the Registration Statement as so amended and the term “Prospectus.” Such supplemental form of prospectusshall refer to the Prospectus as so amended or supplemented to date, in and if any Prospectus filed by the form in which it shall be filed with the Commission Company pursuant to Rule 424(b) (including or 424(c) of the Base Regulations shall differ from the Prospectus as so supplemented) is hereinafter called on file at the time the Registration Statement or any post-effective amendment shall become effective, the term “Prospectus.” Any preliminary form of shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) from and after the date on which it shall have been filed with the Commission. Further, if a separate registration statement is filed or used prior and becomes effective with respect solely to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called DRIP (a “Preliminary Prospectus.DRIP Registration Statement”), the term “Registration Statement” Any reference herein shall refer to such DRIP Registration Statement from and after the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 declaration of Form S-3 under the Securities Act as of the date effectiveness of such prospectus. For purposes of this Agreement, all references to the DRIP Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus as such registration statement may be amended or any amendment or supplement supplemented from time to any of the foregoing shall be deemed to include the copy time. If a separate prospectus is filed and becomes effective with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements respect solely to the Registration Statement, the Base DRIP (a “DRIP Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus, as such prospectus may be incorporated by reference therein amended or otherwise deemed by the Rules and Regulations supplemented from time to be a part thereoftime.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869215024) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933203976), as amended which contains a base prospectus (the “Securities ActBase Prospectus”), and relating to, among other things, the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the CommissionShares. Such registration statement, at any given timeas amended, including amendments thereto to such timethe financial statements, the exhibits and any schedules thereto thereto, at such time, the documents incorporated by reference therein pursuant to Item 12 each time of Form S-3 effectiveness under the Securities Act at for purposes of Section 11 of the Act, as such time and section applies to the documents and respective Underwriters (the “Effective Time”), including any required information otherwise deemed to be a part thereof or included therein by at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) is called the “Registration Statement.” Any preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof and is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered by the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), which is then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-203976) and the Rule 462 Registration Statement, as each such registration statement may be incorporated amended pursuant to the Act. 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 reference therein or otherwise deemed on behalf of the Company or used or referred to by the Rules Company in connection with the offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information and Regulations the Issuer Free Writing Prospectuses, if any, each identified in Schedule III hereto. “Time of Sale” shall mean 5:45 p.m. (New York City time) on the date hereof. 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 a part thereof.deemed to refer

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-191869) under in accordance with the provisions of the Securities Act of 1933, Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation 2 [Date] as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such the "Act"), a registration statement as may have been required on Form S-3, including a prospectus, relating to the date Securities [and the Underlying Debt Securities1] [and the shares of this Agreementthe Company's preferred stock $0.01 par value, underlying the Securities (the "Underlying Preferred Stock")2]. Such registration statement has been declared effective by the Commission. Such The registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement as amended at the time it originally became effective is herein called effective, including the “Original Registration Statement.” The Company proposes information (if any) deemed to file with be part of the Commission registration statement at the time of effectiveness pursuant to Rule 424 430A under the Securities Act a final prospectus supplement relating Act, is hereinafter referred to as the Securities to a form of prospectus included in "Registration Statement"; and the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form first used to confirm sales of Securities is hereinafter referred to as the "Prospectus" (including, in which it appears in the case of all references to the Registration Statement or the Prospectus documents incorporated therein by reference). If the Company has filed or is hereinafter called required pursuant to the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission terms hereof to file a registration statement pursuant to Rule 424(b462(b) under the Act registering additional Securities (including the Base Prospectus as so supplementeda "Rule 462(b) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the ProspectusRegistration Statement"), that describes the Securities and offering thereofthen, is hereinafter called a “Preliminary Prospectus.” Any unless otherwise specified, any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus term "Registration Statement" shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act such Rule 462(b) Registration Statement. The terms "supplement" and "amendment" or "amend" as of the date of such prospectus. For purposes of used in this Agreement, all references Agreement with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed include all documents subsequently filed by the company with the commission pursuant to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the commission thereunder (collectively, the “"Exchange Act”), which is ") that are deemed to be incorporated by reference therein or otherwise deemed by in the Rules and Regulations to be a part thereofProspectus.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, as amended (File No. 333-191869183916) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”). Then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form Each of prospectus, such Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof), is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869160130) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869198113) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, thereunder and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post-effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus filed with the Commission included in or incorporated by reference into the Registration Statement at the time it originally became was declared effective by the Commission, as amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Securities to a form of prospectus included in Shares (the Registration Statement relating to “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System 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, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in or incorporated by reference into the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-3 (File No. 333-191869258301) under with respect to the Securities and the Warrant Shares, including a preliminary form of prospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission thereunder, (the “Commission”) thereunder and such amendments to such registration statement as may have has been required to filed with the date of this AgreementCommission. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, including the Rule 430B Information, is referred to herein called as the “Registration Statement.” The Registration Statement at If the time it originally became effective is herein called Company has elected to rely upon Rule 462(b) of the “Original Registration Statement.” The Rules and Regulations to increase the size of the offering registered under the Act, the Company proposes to will prepare and file with the Commission a registration statement with respect to such increase pursuant to Rule 424 under 462(b) of the Securities Act a final prospectus supplement relating to Rules and Regulations (such registration statement, including the Securities to a form contents of prospectus included in the Registration Statement relating incorporated by reference therein is the “Rule 462(b) Registration Statement”). References herein to the Securities in “Registration Statement” will be deemed to include any such Rule 462(b) Registration Statement at and after the form heretofore delivered to time of filing of the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the Warrant Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the Warrant Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Base ProspectusRule 462(b) Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be foregoing, is deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)system or any successor system thereto. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement covering the registration of the Securities on Form S-3 (File No. 333-191869128329) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwritersyou. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such and such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is ), are hereinafter collectively called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the 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 (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869179970) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869267780) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”280982), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon July 24, at any given time2024, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called base prospectus dated July 24, 2024 (the “Original Registration Statement.” The Company proposes to file with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to dated the Securities to a form of prospectus included in the Registration Statement date hereof relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form first used (or made available upon request of prospectus, in the form in which it shall be filed with the Commission purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated August 7, 2024 relating to the Securities and used prior to the filing of the Prospectus, that describes Prospectus (the Securities and offering thereof, “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 3:50 P.M. (Eastern time) on August 7, any Preliminary Prospectus or 2024, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869194211) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869248797) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the registration statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) ), is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933226100), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and the offering thereofthereof and is used prior to the filing of the Prospectus is called, is hereinafter called together with the Base Prospectus, a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Securities pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Securities. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references Any reference in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, such Preliminary Prospectus or otherwise the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Exchange Act that, upon filing, are incorporated by the Rules and Regulations to be a part thereof.reference therein, as

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statements on Form S-3 (File NoNos. 333-19186953819 and 333- (and any registration statements referred to in any Amendment (as defined in Section 12 hereof)) for the registration under the Securities Act of 19331933 (the "Act") of the Securities (including a prospectus relating to the registration statements) and has filed and may file one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statements and any such amendments have become effective. Each such registration statement, including financial statements and exhibits, at the time it became effective under the Act, as amended and supplemented (the “Securities Act”including all documents incorporated therein by reference), is hereinafter referred to as a "Registration Statement". A prospectus supplement dated , 1999, relating to the Securities and to Registration Statement Nos. 333-53819 and 333- , including a prospectus, has been prepared and will be filed pursuant to Rule 424 of the rules and regulations of the Commission (the “"Rules and Regulations”") under the Act (such prospectus and prospectus supplement (or, in the case of any Amendment, the Commission thereunder, prospectus and such amendments prospectus supplement referred to such registration statement therein) are herein referred to as may have been required the "Prospectus"). Any reference in this Agreement to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statementProspectus as amended or supplemented shall include, at without limitation, any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file prospectus filed with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Rules and Regulations which amends or supplements the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” . Any reference herein to the Base Prospectus, any Preliminary Prospectus a Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the "Exchange Act") on or before the effective date of such Registration Statement or the date of such prospectus. For purposes of this Agreementthe Prospectus, all references as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to a 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 amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934such Registration Statement, or the date of the Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-191869164655) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and will file such amendments thereto as may be required. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including the amendments thereto (including post effective amendments thereto) to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus Shares and supplementing the base prospectus, dated March 4, 2010, included in the Registration Statement relating to the Securities Statement, in the form heretofore delivered to the UnderwritersUnderwriter. Such base prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869270796) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared became automatically effective by upon filing with the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869198647) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869223419) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the registration statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) ), is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869198675) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Trust and the Company has have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-191869) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively called the "Securities Act"), and such amendments to such a registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timeon Form S-3, including amendments thereto to such timea prospectus, relating to, among other things, certain preferred securities of AES Trust I and II, certain junior subordinated debt and guarantees of preferred securities of AES Trust I and II (collectively, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time "Shelf Securities"). The Trust and the documents and information otherwise deemed to be a part thereof Company also have filed with, or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes propose to file with with, the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement specifically relating to the Securities. The registration statement as amended to the date of this Agreement is hereinafter referred to as the "Base Registration Statement" and any registration statement filed pursuant to Rule 462(b) under the Securities Act relating to the Securities is herein referred to a form of as the "Additional Registration Statement", and, together with the Base Registration Statement, the "Registration Statement". The related prospectus included covering the Shelf Securities in the Registration Statement form first used to confirm sales of the Securities is hereinafter referred to as the "Basic Prospectus". The Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Securities in the form heretofore delivered first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus". Any reference in this Agreement to the Underwriters. Such prospectus in Registration Statement, the form in which it appears in the Registration Statement is hereinafter called the “Base Basic Prospectus.” Such supplemental , any preliminary form of Prospectus (a "preliminary prospectus, in the form in which it shall be ") previously filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus 424 or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy which were filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”)") on or before the date of this Agreement or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which is are deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoftherein.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869141454) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the published rules and regulations thereunder (the “Rules and Regulations”) of adopted by the Commission thereunderCommission, including a base prospectus relating to the Shares (the “Base Prospectus”), and such amendments to such registration statement and supplements thereto as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company files an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement, as amended from time to time. The Registration Statement at the time it originally became effective is herein called the “Original Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusShares, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus, that describes Prospectus (including the Securities and offering thereof, Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy which were filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the time the Registration Statement become effective with respect to the Placement Agents pursuant to Rule 430B under the Securities Act (the “Effective Time”), the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Time, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof(ii) any such document so filed.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869173870) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869159673) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments relating to such registration statement as may have been required securities to the date of this Agreement. Such registration statement has been declared effective be issued from time to time by the CommissionCompany, including the Shares. Such registration statement, at any given timeas amended, including amendments thereto to such timethe financial statements, the exhibits and any schedules thereto at such time, the documents or incorporated by reference therein pursuant to Item 12 of Form S-3 under therein, at the Securities Act at such time it became effective and the documents and information otherwise deemed to be a part thereof or included therein as thereafter amended by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeany post-effective amendment, is herein called referred to in this Agreement as the “Registration Statement.” The prospectus in the form included in the Registration Statement at the time it originally became effective is herein called of the “Original initial filing of such Registration Statement.” The Company proposes to file Statement with the Commission pursuant and as such prospectus is amended from time to Rule 424 under the Securities Act a final prospectus supplement relating time is referred to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called this Agreement as the “Base Prospectus.” Such supplemental form The preliminary prospectus supplement relating to the offering of prospectus, in the form in which it shall be Shares filed by the Company with the Commission pursuant to Rule 424(b) (including under the Act together with the Base Prospectus is referred to in this Agreement as so supplementedthe “Pre-Pricing Prospectus.” The final prospectus supplement relating to the offering of the Shares filed by the Company with the Commission pursuant to Rule 424(b) under the Act together with the Base Prospectus is hereinafter called referred to in this Agreement as the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior If the Company files another registration statement with the Commission to filing register a portion of the ProspectusShares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), that describes the Securities and offering thereof, is hereinafter called a then any reference to “Preliminary Prospectus.Registration Statement” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-159673) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 the Act. “Time of Form S-3 under Sale Information” shall mean the Securities Act as of Pre-Pricing Prospectus, together with the date of such prospectusinformation to be conveyed orally identified in Schedule II hereto. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Pre-Pricing Prospectus, the Prospectus or the Time of Sale Information, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references Any reference in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary the Pre-Pricing Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, the Base Prospectus, the Pre-Pricing Prospectus or the Prospectus, as the case may be, and any document reference to any amendment or supplement to the Registration Statement, the Base Prospectus, the Pre-Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that, which is deemed to be upon filing, are incorporated by reference therein therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the terms (i) “Incorporated Documents” means the documents that at the time of filing are incorporated by reference in the Registration Statement, the Base Prospectus, the Pre-Pricing Prospectus, the Prospectus or otherwise deemed any amendment or supplement thereto; and (ii) “Applicable Time” means 8:30 a.m. (New York City time) September 24, 2009 or such other time as agreed by the Rules Company, Iridium and Regulations to be a part thereofthe Underwriters.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869259893) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the CommissionCommission on December 28, 2021. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the offering of the Securities to a the form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869253781) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared is an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act and became effective by upon filing in accordance with Rule 462(e) under the CommissionSecurities Act. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” 1 Plus an option to purchase up to 525,000 additional shares. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869215024) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations on Form S-3 (No. 333-151352) (the initial filing being referred to as the “Rules Initial Registration Statement”); and Regulations”) of the Commission thereundersuch Initial Registration Statement, and such amendments any post-effective amendment thereto, each in the form previously delivered to such registration statement as may you, have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission, in such form. Such Other than a registration statement, at any given timeif any, increasing the size of the offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which will become effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission. The various parts of the Initial Registration Statement and the 462(b) Registration Statement, if any, including amendments all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 4 hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective under the Securities Act with respect to the Underwriters, and (ii) the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement becomes effective, each as amended at the time such part of the Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act with respect to the Underwriters, are hereafter collectively referred to as the “Registration Statement.” 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the effective date of the Initial Registration Statement that is incorporated by reference therein. 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. The prospectus supplement dated as of July 7, 2008 in the form in which it is to be filed with the Commission pursuant to Rule 424(b) (the “Prospectus Supplement”), along with the base prospectus included as part of the Registration Statement at the time the Registration Statement became effective (the “Base Prospectus”), is hereinafter referred to as the “Prospectus,” except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall also refer to such timerevised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus supplement or supplements to the Base Prospectus, together with the Base Prospectus, which describes the Shares and the Offering, is hereafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Shares, as amended or supplemented immediately prior to the Time of Sale (as defined below), is hereafter referred to as the “Pricing Prospectus”. Any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter referred to as an “Issuer Free Writing Prospectus”; and the Pricing Prospectus, as supplemented by the number of Underwritten Shares and the number Option Shares that the Underwriters have an option to purchase, the exhibits public offering price of the Shares, the amount of the net proceeds of the offering (estimated after the purchase of the capped call option and payment of expenses) and the Issuer Free Writing Prospectuses, if any, attached and listed in Annex B hereto, taken together, are hereafter referred to collectively as the “Time of Sale Information”. Any reference herein to the Preliminary Prospectus or the Prospectus shall be deemed to include (x) any schedules wrapper or supplement thereto at such time, prepared in connection with the distribution of the Shares in any jurisdiction and (y) the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act at on or before the date of such time and Preliminary Prospectus or the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing date of the Prospectus, that describes as the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” case may be. Any reference herein to the Base Prospectus, any “amendment” or “supplement” to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the documents filing of any document under the Exchange Act after the date of such Preliminary Prospectus or Prospectus, as the case may be, which is incorporated therein by reference therein pursuant to Item 12 and (ii) any such document so filed. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of Form S-3 the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act as with respect to the offering of the date of such prospectusShares contemplated hereby. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Issuer Free Writing Prospectus or the Prospectus, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments At or supplements prior to the Registration Statementtime when sales of the Shares were first made (the “Time of Sale”), the Base Prospectus, any Company had prepared the following information: a Preliminary Prospectus or the Prospectus shall be deemed dated July 7, 2008, and each “free-writing prospectus” (as defined pursuant to mean and include the subsequent filing of any document Rule 405 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof) listed on Annex B hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869164048) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red hxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis Applications system and Retrieval System (“XXXXX”)all information incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included,” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or a Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869198490) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement). Such registration statement has been declared effective by the Commission. Such registration statement, at including any given time, including amendments thereto to such time(including post effective amendments thereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission on September 17, 2014 is herein called the “Original Registration StatementBase Prospectus.” The Company filed with the Commission pursuant to Rule 424 under the Securities Act on August 6, 2015 a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in Shares (the Registration Statement relating to “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing Each of the Prospectus, that describes Final Prospectus and the Securities and offering thereof, Preliminary Prospectus Supplement is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Final Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusRules and Regulations. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary ProspectusProspectus Supplement, the Final Prospectus Supplement, the Final 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, the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Final Prospectus or (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Final Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Final Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869203691) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post-effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Securities to a form of prospectus included in (the Registration Statement relating to “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869164485) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869164461) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments, if any) as may have been required to the date of this Agreement. Such registration statement statement, as amended has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto, if any) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B or 430C under the Securities Act Act, as applicable, or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective Company is herein called the “Original Registration Statement.” The Company proposes to file filing with the Commission pursuant to Rule 430B or 430C, as applicable, and Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus Shares and supplementing the base prospectus, dated March 24, 2010, included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such base prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus” and such final prospectus supplement relating to the Shares as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusFinal Prospectus and any preliminary prospectus supplement or “red hxxxxxx” relating to the Shares and supplementing the Base Prospectus, in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof), is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of clarity, the term “Prospectus” shall not include any prospectus supplement pertaining to shares of the Company’s Common Stock other than the Shares. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)System. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869190277) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post-effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Securities to a form of prospectus included in Shares (the Registration Statement relating to “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the securities regulatory authorities (the "Qualifying Authorities ") in each of the provinces of Canada other than the Province of Quebec (the "Qualifying Jurisdictions ") a preliminary short form base shelf prospectus dated January 4, 2013 (the "Canadian Preliminary Base Prospectus "), and a final short form base shelf prospectus dated January 16, 2013, in respect of an aggregate of up to US$50,000,000 in certain securities of the Company, including Common Shares (collectively, the "Shelf Securities"). The Company has selected the British Columbia Securities and Exchange Commission (the “Commission”"Reviewing Authority ") a registration statement on Form S-3 (File No. 333-191869) as its principal regulator under the Securities Act passport system procedures provided for under Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the "Passport System") in respect of 1933, as amended the offering of the Shelf Securities. The Reviewing Authority has issued a Passport decision document under the Passport System evidencing that a receipt has been issued (the “Securities Act”), a "Passport Decision Document") on behalf of itself and the rules and regulations (the “Rules and Regulations”) other Qualifying Authorities for each of the Commission thereunderCanadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term "Canadian Base Prospectus" means the final short form base shelf prospectus dated January 16, and such amendments to such registration statement as may have been required 2013 relating to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timeShelf Securities, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeCanadian Securities Laws (as defined below), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Reviewing Authority issued a Passport Decision Document with respect thereto in accordance with Canadian Securities Laws, including National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 - Shelf Distributions (together, the "Canadian Shelf Procedures"). The Company proposes to file has also prepared and filed with the Commission pursuant to Rule 424 under Qualifying Authorities in accordance with the Securities Act Canadian Shelf Procedures a final preliminary prospectus supplement dated October 16, 2013 relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in Securities, which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed excluded certain information (together with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Canadian Base Prospectus, and including any Preliminary Prospectus or the Prospectus shall be deemed to include documents incorporated therein by reference and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofthereof or included therein pursuant to Canadian Securities Laws, the "Canadian Preliminary Prospectus").

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-3 S-2 (File No. 333-191869333- 36821) under with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations (the “"Rules and Regulations”") of the Securities and Exchange Commission thereunder(the "Commission") thereunder and has been duly filed with the Commission under the Securities Act. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and such amendments Regulations under the Securities Act) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to the Representatives (and to such of the Underwriters which have requested the foregoing from the Company). Such registration statement statement, herein referred to as may have the "Registration Statement," which shall be deemed to include all information, if any, omitted therefrom in reliance upon Rule 430A of the Rules and Regulations under the Securities Act and contained in the Prospectus referred to below, has been required declared effective by the Commission under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in first filed by the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed Company with the Commission pursuant to Rule 424(b) (including and Rule 430A of the Base Prospectus Rules and Regulations under the Securities Act is herein referred to as so supplemented) is hereinafter called the “"Prospectus.” Any " Each preliminary prospectus included in the Registration Statement prior to the time it became or becomes effective and each form of Prospectus which is filed or used prior prospectus that pursuant to filing Rule 430A of the Prospectus, that describes Rules and Regulations under the Securities and offering thereof, Act omits certain information is hereinafter called herein referred to as a “"Preliminary Prospectus.” " Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under said Rules 424(b) and 430A, and prior to the termination of the offering of the Shares by the Underwriters. Each of the terms "Preliminary Prospectus," "Prospectus" and "Registration Statement," as used herein, shall include all documents and other information incorporated by reference therein pursuant including (without limitation) exhibits to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofdocuments.

Registration Statement and Prospectus. The Company Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 S-1 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”111450), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderincluding a prospectus subject to completion, and such amendments to such registration statement as may have been required relating to the date of this Agreement. Such registration statement has been declared effective by the CommissionUnits. Such registration statement, at any given timeas amended, including amendments thereto to such timethe financial statements, the exhibits and appendices thereto, at the time when it becomes effective and as thereafter amended by any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timepost-effective amendment, is herein called referred to in this Agreement as the “Registration Statement.” The prospectus in the form included in the Registration Statement at or, if the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to omits certain information in reliance upon Rule 430A under the Securities Act and such information is thereafter included in the form heretofore delivered to the Underwriters. Such a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so supplemented) filed, is hereinafter called referred to in this Agreement as the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing If the Partnership elects, with the consent of the ProspectusRepresentatives, that describes to rely on Rule 434 under the Securities and offering thereofAct, is hereinafter called a “Preliminary Prospectus.” Any reference herein all references to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated form of prospectus and the term sheet contemplated by reference therein Rule 434, taken together, provided to the Underwriters by the Partnership in reliance on Rule 434 under the Act (the “Rule 434 Prospectus”). If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-1 (File No. 333-111450) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion, in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission, and as such prospectus is amended from time to time until the date of such prospectus. For purposes of the Prospectus, is referred to in this Agreement, all Agreement as the “Preliminary Prospectus.” All references in this Agreement to the Registration Statement, the Base Rule 462 Registration Statement, the Rule 434 Prospectus, any a Preliminary Prospectus or the Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-191869) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such the "Act"), a registration statement as may have been required on Form S-1 (File No. 333-34463), including a prospectus subject to completion, relating to the date of this Agreement. Such registration statement has been declared effective by the CommissionShares. Such registration statement, as amended at any given time, including amendments thereto to such time, the exhibits time when it becomes effective and any schedules thereto at such time, the documents incorporated as thereafter amended by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timepost-effective amendment, is herein called referred to in this Agreement as the “"Registration Statement.” " The Registration Statement at ---------------- * Plus an additional 300,000 shares subject to Underwriters' over-allotment option prospectus in the time it originally became effective is herein called form included in the “Original Registration Statement.” The Company proposes to file with , or, if the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to omits information in reliance upon Rule 430A under the Securities Act and such information is included in the form heretofore delivered to the Underwriters. Such a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so supplemented) filed, is hereinafter called referred to in this Agreement as the “"Prospectus.” Any preliminary form of Prospectus which is filed or used prior " If the Company elects to filing of rely on Rule 434 under the ProspectusAct, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein all references to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include include, without limitation, the documents incorporated form of prospectus and the term sheet contemplated by reference therein Rule 434, taken together, provided to the Underwriters by the Company in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act as of (the date of such prospectus. For purposes of this Agreement, all references to the "Rule 462 Registration Statement"), the Base Prospectus, then any Preliminary Prospectus, the Prospectus or any amendment or supplement reference to any of the foregoing "Registration Statement" herein shall be deemed to include the copy filed registration statement on Form S-1 (File No. 333-34463) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission pursuant and as such prospectus is amended from time to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references time until the date of the Prospectus are collectively referred to in this Agreement to amendments or supplements to as the Registration Statement, the Base "Prepricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof."

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”184065), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon September 24, at any given time2012, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called base prospectus dated September 24, 2012 (the “Original Registration Statement.” The Company proposes to file with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement dated February 19, 2014 relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form first used (or made available upon request of prospectus, in the form in which it shall be filed with the Commission purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated February 19, 2014 relating to the Securities and used prior to the filing of the Prospectus, that describes Prospectus (the Securities and offering thereof, “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 2:36 p.m. (Eastern time) on February 19, any Preliminary Prospectus or 2014, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 33333-191869) 56065, for the registration under the Securities Act of 1933, as amended 1933 (the “"Securities Act”), and the rules and regulations (the “Rules and Regulations”") of the Commission thereunder, Bonds (including a prospectus relating thereto) and such may have filed one or more amendments to thereto (including one or more amended or supplemental prospectuses) and such registration statement as may and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been required prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement. Such registration statement has been declared effective by Agreement and prior to the Commissiondate and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, at any given timeincluding financial statements and exhibits, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective effective, is herein hereinafter called the “Original Registration Statement.” The Company proposes . Any reference in this Agreement to file the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed amends or used prior to filing of supplements the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” . Any reference herein to the Base Prospectus, any Preliminary Prospectus Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementProspectus, all references as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934the Registration Statement, or the date of any Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869200661) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red hxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time(including post effective amendments thereto) as of the latest time of effectiveness thereof (the “Effective Time”), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement. The form of prospectus included in the Registration Statement at the time it was declared effective, as it may have been amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), is hereinafter called the “Base Prospectus,” and such final prospectus supplement, as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx” relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules and Regulations”), with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-3 (File No. 333-191869189650) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including any pre-effective amendments and post-effective amendments) as may have been required prior to and as of the date of this AgreementAgreement (the “Base Registration Statement”) and a preliminary prospectus supplement pursuant to Rule 424(b) under the Securities Act (a “Preliminary Prospectus”), relating to the Offered Securities. Such registration statement has The Base Registration Statement and any post-effective amendment thereto, each in the form theretofore delivered to the Placement Agent, have been declared effective by the CommissionCommission in such form. Such registration statement, at any given timeBase Registration Statement, including amendments any post-effective amendment thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act at such time, the information contained in the form of Final Prospectus (as defined below) and deemed by virtue of Rule 430B under the Securities Act to be part of the Base Registration Statement at the time it was declared effective and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is in each case as amended at the time such part of the Base Registration Statement became effective, are herein collectively called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 424(b) under the Securities Act a final prospectus supplement relating to the Securities Registration Statement that relates to a the Offered Securities. The form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.,” Such supplemental form of prospectus, in the form in which it shall be and such final prospectus supplement as filed with the Commission pursuant to Rule 424(b) under the Securities Act, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any Preliminary Prospectus (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is are hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectusthe respective Prospectuses. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. The Shares to be represented by the ADSs may be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to the Deposit Agreement (the “Deposit Agreement”) entered into among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”184065), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon September 24, at any given time2012, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called base prospectus dated September 24, 2012 (the “Original Registration Statement.” The Company proposes to file with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement dated July 31, 2013 relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form first used (or made available upon request of prospectus, in the form in which it shall be filed with the Commission purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated July 31, 2013 relating to the Securities and used prior to the filing of the Prospectus, that describes Prospectus (the Securities and offering thereof, “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 2:20 p.m. (Eastern time) on July 31, any Preliminary Prospectus or 2013, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933201824), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is called, together with the Base Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-201824) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869171957) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869195271) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869229145) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such 1 Plus an option to purchase up to 1,546,500 additional shares. amendments to such registration statement as may have been required to the date of this underwriting agreement (this “Agreement”). Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such supplemental form of prospectusfinal prospectus supplement, together with the Base Prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869234382) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersUnderwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869239670) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869211374) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File No. 333-191869159959) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time(and post effective amendments thereto), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus relating to the Shares included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Next-Generation XXXXX system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869200316) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such registration statement, as amended (including post-effective amendments thereto) at any given timethe time it was declared effective, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Securities (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Securities to a form of prospectus included in (the Registration Statement relating to “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 333-191869) 62048 and Registration Statement No. 333-73768 for the registration under the Securities Act of 1933, as amended 1933 (the “"Securities Act”), and the rules and regulations (the “Rules and Regulations”") of the Commission thereunder, Notes (including a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statements and any such amendments have become effective. The Company has also filed with the Commission an abbreviated registration statement pursuant to Rule 462(b) of the Securities Act to increase the size of the offering (a "Rule 462(b) Registration Statement"), which became effective upon filing. A prospectus supplement relating to the Notes, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statements or such prospectus or any supplement to such registration statement as may have been required to prospectus on or after the date of this AgreementAgreement and prior to the date and time of delivery of and payment for the Notes referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timestatements, including amendments thereto to such timefinancial statements and exhibits, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally they became effective is herein effective, together with the 462(b) Registration Statement are hereinafter called the “Original "Registration Statement.” The Company proposes ". Any reference in this Agreement to file the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed amends or used prior to filing of supplements the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” . Any reference herein to the Base Prospectus, any Preliminary Prospectus Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementProspectus, all references as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934the Registration Statement, or the date of any Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869161859) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869202832) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement). Such registration statement has been declared effective by the Commission. Such registration statement, at including any given time, including amendments thereto to such time(including post effective amendments thereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to (i) the Company Shares and (ii) the Selling Stockholder Shares (collectively, the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to (i) the Securities to a form of prospectus included in Company Shares and (ii) the Registration Statement relating to Selling Stockholder Shares (collectively, the Securities in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 and Item 3 of Form S-8 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with requirements for the Securities and Exchange Commission (the “Commission”) a registration statement on use of Form S-3 (File No. 333-191869) SF-3 under the Securities Act of 1933, as amended (the “Securities Act”), including the Registrant Requirements set forth in General Instruction I.A. of Form SF-3 and the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, have been satisfied as of any date required by the rules or regulations under the Securities Act. Citibank has filed with the Securities and regulations Exchange Commission (the “Rules and RegulationsCommission”) of the Commission thereunder, and such amendments to such a registration statement as may have been required to the date of this Agreement(Registration No. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time333-208054) on such Form, including amendments thereto to such timea form of prospectus, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 for registration under the Securities Act at such time of the offering and sale of the documents and information otherwise deemed Notes. Such Registration Statement, including any amendments thereto filed prior to be a part thereof or included therein by the Execution Time, have become effective. Citibank has filed with the Commission, pursuant to Rule 430B under 424(h) of the Securities Act or otherwise pursuant Act, a preliminary prospectus relating to the Rules and Regulations at such timeNotes, is herein called which has previously been furnished to the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to Representative. Citibank will file with the Commission pursuant a final prospectus relating to the Notes in accordance with Rule 424 424(b) under the Securities Act a Act. As filed, such final prospectus supplement relating will include all information required to be included therein by the Securities Act and the rules thereunder with respect to the Securities Notes and the offering thereof and, except to the extent the Underwriters agree in writing to a modification, will be in all substantive respects in the form of furnished to the Representative before the Pricing Time or, to the extent not completed at the Pricing Time, will contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus that has previously been furnished to the Representative) as Citibank has advised the Underwriters, before the Pricing Time, will be included in or made therein. If the Registration Statement relating to contains the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form undertakings specified by item 512(a) of prospectusRegulation S-K, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, at the Base ProspectusPricing Time, any Preliminary Prospectus, meets the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”requirements set forth in Rule 415(a)(1)(x). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869167246) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this AgreementAgreement and a preliminary prospectus supplement or “red hxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form Each of prospectus, such Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof), is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869196750) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to the Securities purchase up to a form of prospectus included in the Registration Statement relating 1,043,478 additional shares to the Securities in the form heretofore delivered to the Underwriterscover over allotments. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869168312) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869159507) under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869168312) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Includes 1,237,500 shares of common stock that may be purchased by the underwriters pursuant to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwritersan overallotment option. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has Offerors have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-191869) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “"Rules and Regulations”") of the Commission thereunderthereunder (collectively, the "Act"), and such amendments to such the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), a registration statement as on Form S-2 (File Nos. __________ and __________) including a prospectus, relating to the Securities, the Subordinated Debentures and the Guarantee Agreement, that may have been required to the date of this Agreementamended; each such amendment was so prepared and filed. Such registration statement has been declared effective by the Commission. Such The registration statement, as amended at any given timethe time when it became or becomes effective, including amendments thereto to such timeall financial schedules (if any) and exhibits thereto, the exhibits and any schedules thereto at such time, the documents all information incorporated therein by reference therein pursuant to Item 12 and all of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by Rule 430B under of the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement registration statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission of its effectiveness pursuant to Rule 424 430A under the Securities Act a final ("Rule 430A"), is hereinafter referred to as the "Registration Statement"; the prospectus supplement relating 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 a form 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 (whether or not any such revised prospectus is required to be filed by the Offerors pursuant to Rule 424(b)), the term "Prospectus" shall refer to the revised prospectus from and after the time it is first provided to the Underwriters for such use; and each preliminary prospectus included in the Registration Statement relating prior to the Securities in the form heretofore delivered time it became or becomes effective is herein referred to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “"Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof."

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933226100), as amended including a base prospectus (the “Securities ActBase Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final Any preliminary prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) that describes the Shares and the offering thereof and is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to the filing of the Prospectus is called, together with the Base Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein The term “Prospectus” shall mean the prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Act after the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any Preliminary Prospectus or the Prospectus reference to “Registration Statement” herein shall be deemed to include the documents incorporated by reference therein registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusAct. For purposes of this Agreement, all “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. All references in this Agreement to the Registration Statement, the Base ProspectusRule 462 Registration Statement, any a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement ___________ * Plus an additional 2,419,354 shares subject to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofUnderwriter's over-allotment option.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-191869) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such the "Act"), a registration statement as may have been required on Form S-1 (File No. 333-123511), including a prospectus subject to completion, relating to the date of this Agreement. Such registration statement has been declared effective by the CommissionShares. Such registration statement, at any given timeas amended, including amendments thereto to such timethe financial statements, the exhibits and any schedules thereto at such time, the documents incorporated time when it becomes effective and as thereafter amended by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeany post-effective amendment, is herein called referred to in this Agreement as the “"Registration Statement.” " The prospectus in the form included in the Registration Statement at or, if the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to omits certain information in reliance upon Rule 430A under the Securities Act and such information is thereafter included in the form heretofore delivered to the Underwriters. Such a prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so supplemented) filed, is hereinafter called referred to in this Agreement as the “"Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing " If the Company elects, with the consent of the ProspectusRepresentatives, that describes to rely on Rule 434 under the Securities and offering thereofAct, is hereinafter called a “Preliminary Prospectus.” Any reference herein all references to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated form of prospectus and the term sheet contemplated by reference therein Rule 434, taken together, provided to the Underwriters by the Company in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Item 12 of Form S-3 Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), * Plus an additional 675,000 shares subject to Underwriter's over-allotment option. then any reference to "Registration Statement" herein shall be deemed to include the Registration Statement (as defined above) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of such prospectus. For purposes of the Prospectus is referred to in this Agreement, all Agreement as the "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Base Rule 462 Registration Statement, the Rule 434 Prospectus, any a Preliminary Prospectus or the Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“"XXXXX”"). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company A Registration Statement on Form N-2, including a preliminary prospectus, has prepared and been or will be filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869) under ), in accordance with the applicable requirements of 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”) for the registration of the Commission thereunderoffering of CCIF 2016 T and each additional Feeder Fund. The Registration Statement on Form N-2 and the prospectus contained therein for CCIF 2016 T and each additional Feeder Fund, and such amendments to such registration statement respectively, as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statementCommission (the “Effective Date”), at any given and as may be supplemented from time to time, including amendments thereto are respectively hereinafter referred to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called as the “Registration Statement.” The and the “Prospectus”, except that: (i) if a Feeder Fund 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, as may be supplemented from time to time, then on file with the Commission; and (ii) if the prospectus filed by a Feeder Fund pursuant to Rule 497(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time it originally became the Registration Statement or the most recent post-effective is herein called amendment thereto, if any, shall have become effective, then the term “Original Registration Statement.Prospectus” The Company proposes shall refer to file with the Commission such prospectus filed pursuant to Rule 424 under 497(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 Feeder Fund’s respective Shares as contemplated by Rule 430 or Rule 430A of the Securities Act a final prospectus supplement relating to the Securities to a form Rules and Regulations included at any time as part of prospectus included in the Registration Statement relating to Statement. As used herein, the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the terms “Registration Statement is hereinafter called the Statement”, “Base preliminary Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the and “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents documents, if any, incorporated by reference therein pursuant therein. As used herein, the term “Effective Date” also shall refer to Item 12 of Form S-3 under the Securities Act as of the effective date of such prospectus. For purposes of this Agreement, all references each post-effective amendment to the Registration Statement, unless 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 amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or context otherwise deemed by the Rules and Regulations to be a part thereofrequires.

Registration Statement and Prospectus. The Company has (i) prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File No. 333-191869) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such the "1933 Act"), a registration statement on Form S-l (Commission File No. 333-128247) as may have been required amended *Plus an additional 210,000 shares subject to Underwriter's over-allotment option. by Amendment No.1 on October 13, 2005, including the date of this Agreement. Such registration statement has been declared effective by the Commissionrelated preliminary prospectus or prospectuses. Such registration statement, at any given time, including amendments thereto to such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original "Registration Statement.” The " Promptly after execution and delivery of this Underwriting Agreement, the Company proposes to will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") and Rule 424 ("Rule 424") of the 1933 Act, as such prospectus is further amended and supplemented (the "Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 424 462(b) under the Securities 1933 Act a final prospectus supplement relating (the "Rule 462 Registration Statement"), then any reference to the Securities to a form of prospectus included in the "Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference Statement" herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein registration statement on Commission Form S-1 (Commission File No. 333-128247) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Item 12 the 1933 Act. The prospectus subject to completion in the form included in the Registration Statement at the time of Form S-3 under the Securities Act as of the date effectiveness of such Registration Statement with the Commission, together with the related preliminary prospectus. For purposes , as these may be amended or supplemented from time to time until the final Prospectus dated of even date herewith is referred to in this Agreement, all Underwriting Agreement as the "Preliminary Prospectus." All references in this Underwriting Agreement to the Registration Statement, the Base Rule 462 Registration Statement, a Preliminary Prospectus or the Prospectus, any Preliminary Prospectus, the Prospectus or any amendment amendments or supplement supplements to any of the foregoing foregoing, shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean "EDGAR") and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.Commission Regulation S-T.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869146728) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The A shelf registration statement on Form S-3 (File No. 333-282747), which registers the offer and sale of certain securities to be issued from time to time by the Company has (the “Company Registration Statement”), including the Securities to be sold by the Company, and a Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (converting the registration statement on Form S-1 to Form S-3) (File No. 333-273411), which registers the offer and sale of certain securities to be sold from time to time by the selling securityholders named therein, including the Selling Stockholders and including the Securities to be sold by the Selling Stockholders (the “Selling Stockholders Registration Statement”), have been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and filed with the rules and regulations (“Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”), thereunder and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by filed with the Commission. Such registration statementEach of the Company Registration Statement and Selling Stockholders Registration Statement, at any given timeas amended, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally first became effective is herein called the “Original Registration Statement.” The Company proposes to file effective, including all documents filed as a part thereof, and all documents incorporated therein by reference, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the 1933 Act (“Rule 424”) with respect to the offer, issuance and/or sale of the Securities and deemed to be a part of such Company Registration Statement or Selling Stockholders Registration Statement at the time of effectiveness pursuant to Rule 430B under the 1933 Act a final prospectus supplement (“Rule 430B”), and also including any registration statement relating to the Securities filed pursuant to Rule 462(b) under the 1933 Act (a form of “Rule 462(b) Registration Statement”), are hereinafter referred to collectively as the “Registration Statements” and each, a “Registration Statement.” The prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the each Registration Statement is hereinafter called the referred to as a “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be The Company has prepared and filed with the Commission pursuant to in accordance with Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a 424 “Preliminary Prospectus.Prospectus Supplements,” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or which means each preliminary prospectus 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 amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.used in

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”206226), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon August 7, at any given time2015, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called base prospectus dated August 7, 2015 (the “Original Registration Statement.” The Company proposes to file with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement dated November 29, 2017 relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form first used (or made available upon request of prospectus, in the form in which it shall be filed with the Commission purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated November 29, 2017 relating to the Securities and used prior to the filing of the Prospectus, that describes Prospectus (the Securities and offering thereof, “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 4:00 p.m. (Eastern time) on November 29, any Preliminary Prospectus or 2017, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869165112) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the a Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869170327) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, as amended (including post-effective amendments thereto to such timethereto), the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The prospectus included in the Registration Statement at the time it originally became was declared effective by the Commission is herein called the “Original Registration StatementBase Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Securities to a form of prospectus included in Shares (the Registration Statement relating to “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869162541) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement covering the Securities and Representatives’ Securities (as defined in Section 4(f) hereof) on Form S-3 S-1 (File No. 333-191869248588) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, including a preliminary prospectus relating to the Securities and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to such timebe a part of the Registration Statement through incorporation by reference or otherwise at the time of effectiveness thereof (the “Effective Time”), the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 Effective Time or thereafter during the period of Form S-3 under the Securities Act at such time effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timethe Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the time it originally became effective Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act is herein hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities and Representatives’ Securities that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Original Registration StatementPricing Prospectus.” The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating covering the Securities, which includes the information permitted to be omitted therefrom at the Effective Time by Rule 430A under the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersAct. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which it appears they were included in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be or filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes 424 under the Securities and offering thereof, Act is hereinafter called a “Preliminary Prospectus.” Any reference Reference made herein to the Base any Preliminary Prospectus, any Preliminary the Pricing Prospectus or to the Prospectus shall be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoftherein.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869265981) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such timeRegulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File No. 333-191869160182) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 S-1 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Commission under the Securities and Exchange Commission Act, a shelf registration statement, including a base prospectus relating to the Securities (the “CommissionBase Prospectus”) a registration statement on Form S-3 F-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”255911), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such Each part of such registration statement, at any given timeincluding the amendments, including amendments thereto to such time, the exhibits and any schedules thereto at such timethereto, the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to (the Rules and Regulations at “Rule 430B Information”) as of the time such timeregistration statement became effective, is herein called the “Registration Statement.” The Registration Statement at Promptly after execution and delivery of this Agreement, the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to will prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus relating to the Securities to a and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) under the Securities Act. Such final supplemental form of prospectus included in (including the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system or any successor system thereto (“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 or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations Securities Act to be a part thereof. The Company previously filed with the Commission a registration statement on Form F-6 (File. No. 333-191526) which covers the registration of the ADSs under the Securities Act. The registration statement relating to the ADSs, as amended at the time it became effective, is hereinafter referred to as the “ADS Registration Statement.” The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the ADSs has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply as to form in all material respects with the applicable requirements of the ​ ​ ​ ​ Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869174449) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating to is called the Securities to a form “Rule 462(b) Registration Statement” and, from and after the date and time of prospectus included in filing of the Rule 462(b) Registration Statement relating to Statement, the Securities in term “Registration Statement” shall include the form heretofore delivered to the UnderwritersRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Such supplemental form of prospectus, in Each preliminary prospectus supplement to the form in which it shall be filed with the Commission pursuant to Rule 424(b) Base Prospectus (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus), that describes the Securities and the offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.,

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869183916) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Any registration statement filed by the Company proposes to file with the Commission pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to the Securities purchase up to a form of prospectus included in the Registration Statement relating 2,250,000 additional shares to the Securities in the form heretofore delivered to the Underwriterscover over-allotments. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-191869161139) under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement at the time it originally became effective is herein called the “Original shall include such Rule 462 Registration Statement.” . The Company proposes to file is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the UnderwritersStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary the Final Prospectus or the a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, any Preliminary the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared You will furnish to us, to the extent made available to you by the Company, copies of the registration statement, the related prospectus and the amendment(s) thereto (excluding exhibits but including any documents incorporated by reference therein) filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Noin respect of the Securities, and our Acceptance of the Invitation with respect to an offering of Securities will serve to confirm that we are willing to accept the responsibility of an Underwriter thereunder and to proceed as therein contemplated. 333-191869) Such Acceptance will further confirm that the statements made under the Securities Act heading "Underwriting" in the proposed final form of 1933prospectus, insofar as amended (they relate to us, do not contain any untrue statment of a material fact or omit to state any material fact required to be stated therein or necessary to make the “Securities Act”)statements therein not misleading. As hereinafter mentioned, the "Registration Statement" and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required "Prospectus" refer to the date of this Agreement. Such registration statement has been declared Registration Statement and Prospectus included as a part thereof, in the form in which the Registration Statement becomes effective by the Commission. Such registration statement, at any given time, (including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 430A promulgated under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in Securites Act) and the form in which it appears in the Registration Statement Prospectus is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of or, if no such filing is required, the date of such prospectus. For purposes of this Agreementform in which the Prospectus is in at the time the Registration Statement in which it is contained becomes effective, all references with respect to the Registration Statement, Securities. Each preliminary prospectus with respect to the Base Securities is herein referred to as a "Preliminary Prospectus, ." The use of our name in the Prospectus and any Preliminary Prospectus, the Prospectus or any amendment or supplement to any as one of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data GatheringUnderwriters, Analysis and Retrieval System (“XXXXX”)has our consent. All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.You are

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-191869) under the Securities Act of 1933, as amended (the “Securities Act”226644), and including a base prospectus relating to the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Securities. The registration statement as may have been required to at the date of this Agreement. Such registration statement has been declared time it became effective by the Commission. Such registration statementon August 7, at any given time2018, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise (if any) deemed to be a part thereof or included therein by of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called base prospectus dated August 7, 2018 (the “Original Registration Statement.” The Company proposes to file with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to dated the Securities to a form of prospectus included in the Registration Statement date hereof relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form first used (or made available upon request of prospectus, in the form in which it shall be filed with the Commission purchasers pursuant to Rule 424(b173 under the Act) in connection with confirmation of sales of the Securities (including the Base “Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Prospectus.” Any The Base Prospectus, as supplemented by the preliminary form of Prospectus which is filed or prospectus supplement dated September 29, 2020 relating to the Securities and used prior to the filing of the Prospectus, that describes Prospectus (the Securities and offering thereof, “Preliminary Prospectus Supplement”) is hereinafter called a referred to as the “Preliminary Prospectus.” Any reference herein to the Base ProspectusRegistration Statement, any the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the effective date of such prospectus. For purposes of this Agreement, all references to the Registration StatementStatement or the date of the Preliminary Prospectus or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the Base Prospectus, any terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Registration Statement, such reference shall be deemed to include information incorporated by reference in the copy filed with Preliminary Prospectus, the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments Prospectus or supplements to the Registration Statement, as the Base Prospectuscase may be. At or prior to 4:00 p.m. (Eastern time) on September 29, any Preliminary Prospectus or 2020, the Prospectus shall be deemed to mean and include time you have informed us as the subsequent filing time when sales of any document under the Securities Exchange Act of 1934, as amended may be first made by the Underwriters in the offering (the “Exchange ActTime of Sale”), which is deemed the following information (collectively with the information referred to be incorporated by reference therein in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or otherwise deemed by was filed with the Rules Commission: the Preliminary Prospectus and Regulations each “free writing prospectus” (as defined pursuant to be a part thereofRule 405 under the Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company has prepared shall jointly prepare and Acquiror shall file with the SEC, a mutually acceptable proxy statement to be filed with the Securities SEC as part of the Registration Statement and Exchange Commission sent to the Acquiror Shareholders relating to the Acquiror Shareholders’ Meeting and providing the public shareholders of Acquiror an opportunity to elect to effect an Acquiror Share Redemption (such proxy statement, together with any amendments or supplements thereto, the “CommissionProxy Statement”), and (y) Acquiror shall prepare (with the Company’s reasonable cooperation (including causing its Subsidiary and representatives to cooperate)) and file with the SEC the Registration Statement, which will include the Proxy Statement as well as a prospectus (such proxy statement and prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of (A) the shares of Domesticated Acquiror Common Stock, Domesticated Acquiror Warrants and Domesticated Acquiror Rights to be issued in exchange for the issued and outstanding Acquiror Class A Common Shares, Acquiror Common Warrants, Acquiror Rights and Acquiror Units comprising such in the Domestication, and (B) the shares of Domesticated Acquiror Common Stock that constitute the Aggregate Merger Consideration to be received by the equityholders of the Company (other than (1) certain equity securities issuable under the Incentive Award Plan that are based on Acquiror Common Stock and constitute a portion of the Aggregate Merger Consideration, which shall instead be registered by Acquiror pursuant to an effective registration statement on Form S-8 (or other applicable form, including Form S-1 or Form S-3) in accordance with Section 7.1(a) and (2) the shares of Acquiror Common Stock that constitute the Aggregate Merger Consideration to be received by the Requisite Company Equityholders, which shall instead be registered by Acquiror on a registration statement on Form S-3 S-1 or other permissible form (File No. 333-191869along with the shares of Acquiror Common Stock that constitute the Aggregate Merger Consideration to be received by executive officers, directors and holders of ten percent (10%) under or more of the Securities Act shares of 1933, as amended Company Common Stock) (the “Securities ActResale Registration Statement”)) (collectively, the “Registration Statement Securities”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to comply with the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective promulgated by the Commission. Such registration statementSEC, at any given timeto respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in have the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Acquiror also agrees to use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company, its Subsidiary and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each of Acquiror and the Company agrees, as promptly as reasonably practicable, to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the preparation of the date Proxy Statement/Prospectus, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement (the “Super 8-K”), or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including the NASDAQ) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). Acquiror will cause the Proxy Statement/Prospectus to be mailed to the Acquiror Shareholders in each case promptly after the Registration Statement is declared effective under the Securities Act (but in any event within twenty (20) Business Days of, the later of (i) the receipt and resolution of SEC comments with respect to the Proxy Statement/Prospectus and (ii) the expiration of the ten (10)-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act). (ii) To the extent not prohibited by Law, Acquiror will advise the Company, as promptly as practicable after Acquiror receives notice thereof, of the time when the Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such prospectuspurpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Prospectus or for additional information and Acquiror shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. For purposes of this AgreementTo the extent not prohibited by Law, all references the Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement/Prospectus and any Offer Document prepared by Acquiror each time before any such document is filed by Acquiror with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Proxy Statement/Prospectus or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement/Prospectus will, at the date it is first mailed to the Acquiror Shareholders and at the time of the Acquiror Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. If at any time prior to the Effective Time any information relating to the Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an 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 amendments Proxy Statement/Prospectus or supplements to the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the Base statements therein, with respect to the Proxy Statement/Prospectus, in light of the circumstances under which they were made, not misleading, or will have become false or misleading in any Preliminary Prospectus material respect, or that the Registration Statement is required to be amended in order to comply with applicable Law, the party which discovers such information shall promptly notify the other parties and Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Law and subject to the terms and conditions of this Agreement and Acquiror’s Governing Documents, disseminated to the Acquiror Shareholders. Each of the Company and Acquiror shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that Acquiror or the Prospectus Company receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments and shall be deemed give the other parties a reasonable opportunity to mean review and include comment on any proposed written or oral responses to such comments prior to responding to the subsequent filing SEC or its staff. (v) Promptly following the execution of this Agreement, Acquiror and the Company shall reasonably cooperate (including causing their respective Subsidiaries and representatives to cooperate) and jointly prepare the Resale Registration Statement to enable the Acquiror to file the Resale Registration Statement with the SEC as soon as reasonably practicable following the Closing, and in any document under event within thirty (30) days of the Securities Exchange Act Closing. Each of 1934, as amended (Acquiror and the “Exchange Act”), which is deemed Company shall use its reasonable best efforts to be incorporated by reference therein or otherwise deemed cause the Resale Registration Statement to comply in all material respects with the rules and regulations promulgated by the Rules SEC. Acquiror and Regulations the Company shall reasonably cooperate (including causing their respective Subsidiaries and representatives to cooperate) to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by the Resale Registration Statement, and each of the Acquiror and the Company shall, respectively, furnish all information concerning itself, its Subsidiaries and its respective members, stockholders or shareholders as may be a part thereofreasonably requested in connection with the foregoing. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, shareholders and other equityholders, and information regarding such other matters, in each case as may be reasonably necessary or advisable or as may be reasonably requested by the other in connection with the Resale Registration Statement and the transactions contemplated thereby, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including the NASDAQ) in connection with the Resale Registration Statement and the transactions contemplated thereby.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 333-191869) 98523, for the registration under the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, Securities (including a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such amendments registration statements and any such amendment have become effective. A prospectus supplement relating to the Securities, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement as may have been required or such Prospectus or any supplement to such Prospectus on or after the date of this AgreementAgreement and prior to the date and time of delivery of and payment for the Securities referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timestatements, including amendments thereto to such timefinancial statements and exhibits, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement each at the time it originally became effective is herein effective, are hereinafter called the “Original "Registration Statement.” The Company proposes ". Any reference in this Agreement to file the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed amends or used prior to filing of supplements the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” . Any reference herein to the Base Prospectus, any Preliminary Prospectus Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act as of 1934 (the "Exchange Act"), on or before the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementProspectus, all references as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document under the Securities Exchange Act after the effective date of 1934the Registration Statement, or the date of any Prospectus, as amended (the “Exchange Act”)case may be, which is and deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereofreference.

Registration Statement and Prospectus. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-3 (File No. 333-191869217173) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 F-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.