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. 333-133480) 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 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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 pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement on Form S-3 (File No. 333-133480202425) covering the registration of the sale of the Shares under the Act, which became effective under Rule 462(e) under the Securities Act of 1933, as amended and which includes a prospectus subject to completion (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at Act, the “Base Prospectus”). Any reference in this Agreement to the “Registration Statement” as of any time shall mean such time automatic shelf registration statement, as amended by any post-effective amendments thereto to such time, including any financial statements, exhibits and schedules thereto to such time, and the documents and information otherwise deemed pursuant to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant (“Rule 430B”) to the Rules and Regulations at such time, is herein called the be part thereof (“Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final 430 Information”) (including any Rule 430 Information in any prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be Shares filed with the Commission pursuant to Rule 424(b) under the Act); and any reference in this Agreement to the “Registration Statement” without reference to a time means such automatic shelf registration statement, as amended by any post-effective amendments thereto as of the time of the first contract of sale for any of the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including any financial statements, exhibits and any schedules thereto as of such time, and any Rule 430B Information (including any Rule 430 Information in any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act). The Base Prospectus together with the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Act) in connection with confirmation of sales of the Shares are collectively referred to herein as so supplemented) is hereinafter called the “Prospectus.” The Base Prospectus together with any preliminary prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) that amends or supplements such prospectus and each other amendment or supplement to such prospectus from time to time until the date of the Prospectus is referred to in this Agreement as a “Preliminary Prospectus.” Any reference herein in this Agreement to the Base Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the effective date of the Registration Statement or the date of such prospectus. For purposes of this AgreementPreliminary Prospectus or the Prospectus, all references as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references Capitalized terms used but not defined herein shall have the meanings given to such terms in this Agreement to amendments or supplements to the Registration StatementStatement and the Prospectus. For purposes of this Agreement, “free writing prospectus” has the Base Prospectus or the Prospectus shall be deemed meaning ascribed to mean and include the subsequent filing of any document it in Rule 405 under the Securities Exchange Act (“Rule 405”), and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of 1934, as amended (the “Exchange Act”) which is deemed Company or used or referred to be incorporated therein by reference therein or otherwise deemed by the Rules Company in connection with the offering of the Common Stock. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto and Regulations to be a part thereofthe pricing information set forth in Schedule II hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480179970) 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 is filing 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 UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 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. 333-133480170945) 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 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 in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base 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, 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, 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. 333-133480) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-157583) under the Act (“Registration Statement 333-157583”), which registration statement included a combined prospectus dated February 27, 2009 (the “Rules Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Shares, and Regulations”) of has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required (the “Prospectus Supplement”) specifically relating to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto 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 Shares and the documents and information otherwise deemed to be a part plan of distribution thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating 424. Registration Statement 333-157583, including any amendments thereto filed prior to the Securities to a form of prospectus included in Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-157583, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the Base “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is hereinafter herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto, as set forth on Schedule II hereto (the “Execution Time”), is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the pricing information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base Registration Statement, the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) ), which is or is deemed to be incorporated therein by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File No. 333-133480170227) 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 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Pricing Prospectus,” and such final prospectus, as filed, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusThe Final Prospectus, the Pricing Prospectus and any preliminary prospectus or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) Securities Act is hereinafter called the a “Prospectus.” Any reference herein to the Base 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 Rule 462 Registration Statement, the Pricing Prospectus, 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 Base Rule 462 Registration Statement, the Pricing Prospectus, 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. 333-133480165112) 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 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 in the form heretofore delivered to the UnderwriterUnderwriters. Such The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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, the Final Prospectus, 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, 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. 333-133480) 05689, 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 is filing . Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to which amends or supplements the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterProspectus. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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”) which is case may be, 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. 333-133480148263) 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 is filing 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusShares, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus (including the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Unless otherwise stated herein, any reference herein to the Base Registration 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, 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 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 S-1 (File No. 333-133480174088) 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 Underwriting Agreement (the “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 Registration Statement at If the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission has filed or files an abbreviated registration statement pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating (the “Rule 462 Registration Statement”), then any reference herein to the Securities to a term Registration Statement shall include such Rule 462 Registration Statement. The form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form Base Prospectus, along with any final prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424 under the Securities Act, or the prospectus that discloses all the information that was omitted from the Base Prospectus pursuant to Rule 430A under the Securities Act, and in either case together with any changes contained in any prospectus filed with the Commission by the Company with the consent of prospectusthe Representative after the effective date of the Registration Statement, is hereinafter called the “Final 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 a “Prospectus.” Any reference herein to the Base 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, 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 or predecessor system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, 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”) , and there has become effective, a registration statement on Form S-3 S-3, including a prospectus, relating to the Securities (File Noas such term is defined on Schedule I hereto). 333-133480) Such Registration Statement, as amended, and including the information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”) and the rules and regulations (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 or deemed to be a part thereof or included therein incorporated by Rule 430B under reference therein, are hereinafter called, collectively, the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “"Registration Statement"; (the related preliminary prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus supplemented dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus dated _____________, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated ________] are hereinafter called, [collectively,] the "Prospectus.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” " The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form has provided copies of prospectus included in the Registration Statement in [, the form heretofore delivered preliminary prospectus] and the Prospectus to the UnderwriterRemarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the Securities. [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Securities (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. 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) remarketing memorandum (including the Base Prospectus as so supplementeddocuments incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called the “Prospectus.” Any reference herein a "preliminary prospectus")]. The Company hereby consents to the Base Prospectus or use of the Prospectus shall be deemed to include [and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under preliminary prospectus] in connection with the Securities Act as remarketing of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base 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”)Securities]. All references in this Agreement to amendments or supplements to the Registration StatementStatement [, the Base Prospectus 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 "1934 Act”) "), which is incorporated or deemed to be incorporated therein by reference therein in the Registration Statement [, the preliminary prospectus] or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480170945) 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 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 in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base 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, 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, 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 filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (File Nocollectively, the “Exchange Act”). 333-133480The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required 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 or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such time(a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall be such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Base Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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. 333-133480255786) under the Securities Act of 1933, as amended (the “Securities Act” or the “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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any 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 Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480149561) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” 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 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 reference herein to the Base 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, 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 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. 333-133480161501) 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 is filing 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 in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480218608) 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 as of 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 is filing 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 in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, 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 Rule 462 Registration Statement, the Base Prospectus, 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 Rule 462 Registration Statement, the Base Prospectus, 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 United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-133480164655) 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 is filing with the Commission pursuant to Rule 430B 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 April 22, 2010, included in the Registration Statement Statement, in the form heretofore delivered to the UnderwriterUnderwriters. 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 a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480224057) 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 Underwriting Agreement (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 is filing 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 Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 therein 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 Registration Statement No. 333-133480) 72558 and Registration Statement No. 333-109365 for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Bonds (including a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statements and any such amendments have become effective. The Prospectus has been prepared and will be filed pursuant to and within the rules time period required under Rule 424, Rule 430A, Rule 430B or Rule 430C, as applicable, under the Securities Act. A final term sheet, containing solely a description of the terms of the Bonds, substantially in the form of Schedule II attached hereto and regulations approved by you (the “Rules Pricing Term Sheet”), has been prepared and Regulations”will be filed pursuant to Rule 433(d), and all other material, if any, required to be filed by the Company pursuant to Rule 433(d) in connection with the offer and sale of the Commission thereunderBonds has been or will be so filed, and in each case within the time period required under such amendments Rule. The Company will not file any other amendment of such registration statements or such prospectus or any supplement to such registration statement as may have been required prospectus on or after the Applicable Time and prior to the date and time of this Agreementdelivery of and payment for the Bonds referred to in Section 3 hereof (the “Closing Date”), except with your approval. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timestatements, including any amendments thereto to such timethereto, the financial statements and exhibits and any schedules thereto at such time, the documents information contained or incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be in a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) Act, to the extent such information is deemed pursuant to Rule 430B or Rule 430C under the Act to be included in the Registration Statement at the time it became effective, are hereinafter called the “Registration Statement”. Any reference in this Agreement to the Prospectus as amended or supplemented (including any preliminary prospectus supplement relating to the Bonds) shall include, without limitation, any prospectus or prospectus supplement filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act which amends or supplements the Prospectus.” . Any reference herein to the Base Prospectus 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, 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 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”) which is case may be, and deemed to be incorporated therein by reference therein reference; provided that any statement in a document incorporated or otherwise deemed by the Rules and Regulations to be a part thereofincorporated in the Registration Statement or the Prospectus shall be deemed not to be contained in the Registration Statement or the Prospectus if such statement has been modified or superseded by any statement in the Registration Statement or the Prospectus when such documents became effective or were filed with the Commission, or in the Pricing Prospectus at the Applicable Time.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the An “Commission”) a automatic shelf registration statement on Form S-3 (File No. 333-133480) statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-238725) in respect of the Securities, containing a Base Prospectus (as defined below), has been filed with the Securities and the rules and regulations Exchange Commission (the “Rules and RegulationsCommission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing under Rule 462(e) under the Securities Act; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission thereunderto the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the base prospectus, and such amendments dated May 27, 2020, relating to the Securities of the Company to be offered from time to time pursuant to Rule 415 under the Securities Act included in the Registration Statement (as defined below) is hereinafter called the “Base Prospectus”; the various parts of such registration statement as may have been required of the Effective Date (as defined below), including all exhibits thereto, but excluding Form T-1 (with respect to which the Company makes no representations and warranties, notwithstanding anything in this Agreement to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statementcontrary), 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 information, if any, deemed to be a part thereof or included therein by of such registration statement at the time of the Effective Date, are hereinafter collectively called the “Registration Statement”; as used herein the term “Effective Date” means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act or otherwise for purposes of liability under Section 11 of the Securities Act of the Company and the Underwriters with respect to the offering of the Securities; the Base Prospectus, as amended and supplemented by the preliminary prospectus supplement, dated June 10, 2020 and filed pursuant to Rule 424(b) under the Rules and Regulations at such timeSecurities Act, relating to the Securities, is herein hereinafter called the “Registration Statement.” The Registration Statement at Preliminary Prospectus”; the time it originally became effective is herein called Base Prospectus, as amended and supplemented by the “Original Registration Statement.” The Company 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplementedSecurities Act in accordance with Section 3(a) hereof is hereinafter called the “Prospectus.” Any ”; any reference herein to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the Effective Date of the Registration Statement or the date of such prospectus. For purposes of this Agreement, all references ; any reference to the Registration Statement, the Base Prospectus, 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 Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any post- effective amendment to the subsequent filing of Registration Statement and any document documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is ), and incorporated therein, in each case after the date of the Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to be refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated therein by reference therein or otherwise deemed by in the Rules Registration Statement; and Regulations any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to be a part thereofthe Securities is hereinafter called an “Issuer Free Writing Prospectus”.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (No. 333-186129) and the rules and regulations (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 Underwriter, 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 Underwriter, 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 March 2, 2015 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 latest 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 Underwriter 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 Underwriter 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 Shares, the exhibits public offering price of the Shares, the amount of the net proceeds of the offering (estimated after the 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 date of the Securities Act or otherwise pursuant to Prospectus, as 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 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 in the form heretofore delivered to the Underwritercase may be. 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 reference herein to the Base 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 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 Company had prepared the following information: a Preliminary Prospectus or the Prospectus shall be deemed dated March 2, 2015, 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 therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoflisted 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. 333-133480134129) under 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 “Securities Act”), 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 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Rules and Regulations Securities Act at such time, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original 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. The Company is filing 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 Shares in the form heretofore delivered to the UnderwriterPlacement Agent. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it appears in has been most recently filed with the Registration Statement Commission on or prior to the date of this Agreement 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 424(b)(including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing 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, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Placement Agent. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base 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 Any reference to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of the Prospectus. Any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of the Prospectus and before the date of such amendment or supplement and incorporated by reference in the Prospectus; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date and before the date of 1934, as amended (the “Exchange Act”) which such amendment that is deemed to be incorporated therein by reference therein or otherwise deemed in the Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. The offering of the Shares by the Rules Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. The Registration Statement has become effective under the Securities Act. No stop order preventing or suspending use of the Registration Statement or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and Regulations no proceedings for such purpose have been instituted or are pending or, to be a part thereofthe Company’s knowledge, are contemplated or threatened by the Commission.

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. 333-133480) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-202237) under the Act (“Registration Statement 333-202237”), which registration statement included a combined prospectus dated February 23, 2015 (the “Rules Base Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and Regulations”) of has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required 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 is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement Prospectus Supplement”) specifically relating to the Securities and the plan of distribution thereof pursuant to a form of prospectus included in the Rule 424. Registration Statement in the form heretofore delivered 333-202237, including any amendments thereto filed prior to the UnderwriterExecution Time, became effective upon filing. Such prospectus in Except where the form in which it appears in the context otherwise requires, Registration Statement is hereinafter called the 333-202237, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Base Prospectus.” Such supplemental form of prospectusEffective Date”), including all documents filed as part thereof and including any information contained in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus;” and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Base Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base Registration Statement, the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) ), which is or is deemed to be incorporated therein by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-133480162325) 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 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 October 5, 2009, included in the Registration Statement Statement, in the form heretofore delivered to the UnderwriterUnderwriters. 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 a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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 S-1 (File No. 333-133480159959) 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 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement 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 reference herein to the Base 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, 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, 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 filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (File Nocollectively, the “Exchange Act”). 333-133480The Company has prepared a prospectus included as part of such registration statement specifically relating to the Shares (the “ATM Prospectus”). On or about the date hereof (but in no event later than the date on which the first Placement Notice (as defined below) is delivered pursuant to the terms hereof), the Company will furnish to the Agent, for use by the Agent, copies of the Prospectus (as defined below). Except where the context otherwise requires, such registration statement, when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required 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 or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B or 462(b) (a “Rule 424(b) Registration Statement”) under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 base prospectus included in the Registration Statement in Statement, as supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears ATM Prospectus included in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusStatement, in each case including all documents incorporated therein by reference, in the form in which it shall such base prospectus and/or ATM Prospectus have most recently been filed by the Company with the Commission, as supplemented by any prospectus supplement relating to the Shares and filed pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 424(b) (including 433(d)(5)(i), in each case in the Base Prospectus as so supplemented) form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is hereinafter herein called the “Prospectus.” Any reference herein to the Base Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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. 333-133480168312) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” 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 reference herein to the Base 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, 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 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. 333-133480159507) 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 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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 S-2 (File No. 333-133480333- 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 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 first filed by the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed Company with the Commission pursuant to Rule 424(b) (including and Rule 430A of the Base Prospectus Rules and Regulations under the Securities Act is herein referred to as so supplemented) is hereinafter called the “"Prospectus.” " Each preliminary prospectus included in the Registration Statement prior to the time it became or becomes effective and each form of prospectus that pursuant to Rule 430A of the Rules and Regulations under the Securities Act omits certain information is herein referred to as a "Preliminary Prospectus." Any reference herein to the Base 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, 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 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 thereofdocuments.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480190277) 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 is filing 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 in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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 Registration Statements on Form S-3 (File NoNos. 333-13348053819 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 (including all documents incorporated therein by reference), is hereinafter referred to as a "Registration Statement". A prospectus supplement dated , 1999, relating to the “Securities Act”) 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 is filing prospectus filed with the Commission pursuant to Rule 424 under of the Securities Act a final prospectus supplement relating to Rules and Regulations which amends or supplements the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterProspectus. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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”) which is case may be, 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 Issuer and the Parent have prepared and filed on May 5, 2023 with the United States Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (File No. 333-133480271668) under the Securities Act of 1933(“Registration Statement 333-271668”), as amended including a combined prospectus contained therein (the “Securities ActBasic Prospectus”), relating to the issuance and sale of certain debt securities to be issued by the Issuer, including the Notes, and guarantees of debt securities of the Issuer by the Parent (the “Parent Guarantee”) and certain of the rules and regulations Guarantors (the “Rules Subsidiary Guarantees”), and Regulationsthe Issuer and the Guarantors have prepared and filed on May 6, 2024 with the Commission a post-effective amendment to Registration Statement 333-271668 (the “Registration Statement Amendment”) to register the guarantees of certain additional Subsidiary Guarantors (such guarantees, together with the Subsidiary Guarantees and the Parent Guarantee, the “Guarantees”). The Issuer has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required (the “Prospectus Supplement”) specifically relating to the Notes and the plan of distribution thereof pursuant to Rule 424. Each of Registration Statement 333-271668 and the Registration Statement Amendment was automatically effective upon filing pursuant to Rule 462(e) under the Act. Except where the context otherwise requires, Registration Statement 333-271668, on each date of this Agreement. Such and time that such registration statement has been declared and any post-effective by amendment or amendments thereto, including, without limitation, the Commission. Such registration statementRegistration Statement Amendment, at any given timebecame or becomes effective (each, an “Effective Date”), including amendments thereto to such time, the all exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time therein, and the documents and including any information otherwise deemed to be contained in a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such amended registration statement by virtue of Rule 430B (including the Base “Rule 430B Information”), collectively, are herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Issuer in connection with confirmation of sales of the Notes, is hereinafter herein called the “Prospectus”; and the term “Preliminary Prospectus” means each preliminary form of the Prospectus Supplement used in connection with the offering of the Notes that omitted Rule 430B Information, including the related Basic Prospectus in the form first filed by the Issuer and the Parent pursuant to Rule 424(b). The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the Applicable Time is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Notes is hereafter called an “Issuer Free Writing Prospectus.” The “Applicable Time” shall mean 3:35 p.m. (Eastern Time) on May 6, 2024 or such other time as agreed by the Issuer and the Representatives. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule II hereto or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package is hereafter collectively called the “Disclosure Package.” Any reference herein in this Agreement to the Base Registration Statement, the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Applicable Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“XXXXXEXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing after the Applicable Time of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”) ), which is or is deemed to be incorporated therein by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 333-133480) 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 is filing ". Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to which amends or supplements the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterProspectus. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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”) which is case may be, 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. 333-133480163388) 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 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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, the Final Prospectus, 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, 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 covering the registration of the Securities on Form S-3 (File No. 333-133480133056) 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 Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original 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. The Company is filing 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 Underwriteryou. 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 hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base 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 Rule 462(b) Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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 Common Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has prepared filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “CommissionCommission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a registration statement timely basis. The Common Shares are currently quoted on the Nasdaq Global Select Market (“Principal Trading Market”) under the trading symbol “SNDL”. The Company and the transactions contemplated hereby meet the requirements for use of Form S-3 (File No. 333-133480) F-3 under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Rules and Regulations”) of ), including but not limited to the transaction requirements for an offering made by the issuer set forth in Instruction I.B.5 to Form F-3. The Company has prepared and filed, or will prepare and file, with the Commission thereunder, and such amendments to such a registration statement as may have been required on Form F-3 with respect to the date of Securities to be offered and sold by the Company pursuant to this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including the amendments thereto 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 F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B the rules and regulations under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at Statement, including the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called contained therein (the “Base Prospectus.” Such supplemental form of prospectus”) was prepared by the Company in conformity, in all material respects, with the form requirements of the Securities Act and all applicable Rules and Regulations. One or more prospectus supplements relating to the Shares (the “Prospectus Supplements,” and together with the Base Prospectus and any amendment thereto and all documents incorporated therein by reference, the “Prospectus”) have been or will be prepared by the Company in which it shall conformity, in all material respects, with the requirements of the Securities Act and all applicable Rules and Regulations and have been or will be filed with the Commission pursuant in the manner and time frame required by the Securities Act and the Rules and Regulations. Any amendment or supplement to Rule 424(b) (including the Registration Statement or Prospectus required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus (as so supplementeddefined herein) is hereinafter called has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to the Underwriter or are available to the Underwriter on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“Prospectus.” XXXXX”). Any reference herein to the Base Prospectus Registration Statement, the Prospectus, or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein pursuant to Item 12 of Form S-3 F-3 under the Securities Act as Act, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the date of such prospectusCommission deemed to be incorporated by reference therein. For the purposes of this Agreement, all references to the Registration Statement, the Base 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 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 Applicable Time” means 8:30 a.m. New York City time on the Rules and Regulations to be a part thereofdate of this Agreement.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-179696) under the Act (“Registration Statement 333-179696”), which registration statement included a combined prospectus dated February 24, 2012 (the “Rules Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and Regulations”) of has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required 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 is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement Prospectus Supplement”) specifically relating to the Securities and the plan of distribution thereof pursuant to a form of prospectus included in the Rule 424. Registration Statement in the form heretofore delivered 333-179696, including any amendments thereto filed prior to the UnderwriterExecution Time, became effective upon filing. Such prospectus in Except where the form in which it appears in the context otherwise requires, Registration Statement is hereinafter called the 333-179696, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Base Prospectus.” Such supplemental form of prospectusEffective Date”), including all documents filed as part thereof and including any information contained in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the Base “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base Registration Statement, the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) ), which is or is deemed to be incorporated therein by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480188275) 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 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 in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base 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, 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, 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. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (File No. 333-133480201368) 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 which registration statement has been was declared effective by the CommissionCommission on January 21, 2015. Such Except as the context may otherwise require, such registration statement, statement on file with the Commission at any given time, including any amendments thereto to at such time, the exhibits and any schedules thereto at such time, the documents filed as a part thereof or incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by pursuant to Rule 430B under of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Rules and Securities Act Regulations at such time, is referred to herein called as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein called as the “Original Initial Registration Statement.” The If the Company is filing files any registration statement with the Commission pursuant to Rule 424 under 462(b) of the Securities Act a final prospectus supplement Regulations relating to the Securities Securities, then, after such filing, any reference herein to a form of prospectus included in the Registration Statement in the form heretofore delivered shall also be deemed to the Underwriter. Such include such registration statement filed pursuant to Rule 462(b). (b) The prospectus in the form in which it appears was filed with the Commission in connection with the Initial 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 described the Securities and the Offering and omitted Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” (c) Promptly after the 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 in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations. Such supplemental form of prospectusfinal prospectus supplement (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) Securities Act is hereinafter herein called the “Prospectus.” ” (d) Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed 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, 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 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 ), and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference therein reference. All references in this Agreement to financial statements and schedules and any other information which is “contained, “included,” “described,” “referenced,” “set forth” or otherwise “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed by the Rules to mean and Regulations include all such financial statements and schedules and any other information which is or is deemed to be a part thereofincorporated by reference in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be.

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. 333-133480) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder255911), and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction I.B.5 of Form F-3. 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 is filing 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any reference herein to the Base 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, 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 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. 333-133480229145) 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 underwriting agreement (this “Agreement”). Such registration statement has been declared 1 Plus an option to purchase up to 6,232,500 additional shares. 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such 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 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 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. 333-133480160791) 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 Units 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 is filing 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusUnits, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus (including the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Unless otherwise stated herein, any reference herein to the Base Registration 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, 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 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 United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480164461) 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 is herein called the “Original Registration Statement.” The Company is 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 in the form heretofore delivered to the UnderwriterStatement. Such base prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus” and such final prospectus supplement relating to the Shares as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusFinal Prospectus and any preliminary prospectus supplement or “red 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 a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480171957) 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 is filing 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 UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. (i) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480195588) under the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement thereto (including post-effective amendments) as may have been be required to the date of this Agreement. Such registration statement statement, as amended (including any post-effective amendments), has been declared effective by the Commission. Such The registration statement, at any given timestatement as of its most recent effective date, including amendments thereto 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 of the registration statement at the time of effectiveness pursuant to Rule 430A or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called hereinafter referred to as the “Registration Statement”, and the related base prospectus dated May 9, 2014 included as part of the Registration Statement, together with any amendments or supplements thereto as of the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic Prospectus.” The Registration Statement at the time it originally became effective is herein called “Prospectus Supplement” means a preliminary prospectus supplement or “red xxxxxxx” (the “Original Registration Statement.” The Company is filing with Preliminary Prospectus Supplement”) relating to the Commission pursuant to Rule 424 under Securities, and the Securities Act a final prospectus supplement (the “Final Prospectus Supplement”) relating to the Securities to a form of prospectus included in filed by the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed Company with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as on or before the second business day after the date hereof, each in the form furnished by the Company to the Underwriter in connection with the offering of the date of such prospectusSecurities. For purposes of this Agreement“Preliminary Prospectus” means the Basic Prospectus as supplemented by the Preliminary Prospectus Supplement. Except where the context otherwise requires, all references to “Prospectus” means the Basic Prospectus, as supplemented by the Prospectus Supplement. As used herein, the terms “Registration Statement”, the Base “Basic Prospectus”, the “Prospectus or any amendment or supplement to any of the foregoing Supplement,” and “Prospectus” shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gatheringdocuments, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statementif any, the Base 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.therein. The terms “supplement”, “amendment”, and

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. 333-133480160182) 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 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 in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus 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 a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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 filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (File Nocollectively, the “Exchange Act”). 333-133480The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). The Company has furnished or, following the date that such registration statement is declared effective, will furnish, to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it became or becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the a “Securities ActRule 424(b) 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 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 or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall be such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Base Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System system (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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”) 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. 333-133480) under 162123), including a base prospectus relating to 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 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 time2009, 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, 2009 (the “Original Registration Statement.” The Company is filing with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement dated September 11, 2012 relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered first used (or made available upon request of purchasers pursuant to Rule 173 under the Underwriter. Such prospectus Act) in connection with confirmation of sales of the form in which it appears in Securities (the Registration Statement “Prospectus Supplement”) is hereinafter called referred to as the “Base Prospectus.” Such supplemental form The Base Prospectus, as supplemented by the preliminary prospectus supplement dated September 11, 2012 relating to the Securities and used prior to the filing of prospectus, in the form in which it shall be filed with Prospectus (the Commission pursuant to Rule 424(b) (including the Base “Preliminary Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Preliminary Prospectus.” Any reference herein to the Base Registration Statement, 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 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 Prospectus case may be. At or prior to 2:30 p.m. (Eastern time) on September 11, 2012, 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”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) which is deemed was delivered in connection with such sales or was filed with the Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to be incorporated therein by reference therein or otherwise deemed by Rule 405 under the Rules and Regulations to be a part thereofAct) 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. 333-133480181762) 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 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 pursuant to 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 the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 in the form heretofore delivered to the Underwriter. 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 execution of this Agreement 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 reference herein to the Base 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 prospectusthe Base Prospectus or the Prospectus, as applicable. For purposes of this Agreement, all references to the Registration Statement, the Base 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 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 or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared ------------------------------------- and filed with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively called the "Securities Act"), a registration statement on Form S-3 (File No. the registration number of which is 333-133480) under the Securities Act of 193356667), as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) including a prospectus, relating to, among other things, certain debt securities of the Commission thereunder, and Company (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 timedebt securities, 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.” "Shelf Securities"). The Company is filing with also has filed with, or proposes to file 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 in covering the Registration Statement Shelf Securities in the form heretofore delivered first used to confirm sales of the Securities is hereinafter referred to as the "Basic Prospectus." The Basic Prospectus as supplemented by the prospectus supplement (the "Prospectus Supplement") specifically relating to the Underwriter. Such prospectus Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus." Any reference in which it appears in this Agreement to the Registration Statement is hereinafter called Statement, the “Base Basic Prospectus.” Such supplemental , any preliminary form of Prospectus (a "preliminary prospectus, in the form in which it shall be ") previously filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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, such 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, such preliminary prospectus or the Prospectus, as the case may be, which is are deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoftherein.

Registration Statement and Prospectus. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480184431) 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.” (b) The Company 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 in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective, as it may have been amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), is hereinafter called the “Base Prospectus,” and such final prospectus supplement, as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx,” in the form in which it they shall be or have been 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 reference herein to the Base 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. ” (c) For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, 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, 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 filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and filed the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (File Nocollectively, the “Exchange Act”). 333-133480The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). The Company has furnished to the Agents, for use by the Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Shares. Except where the context otherwise requires, such registration statement(s), as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required 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 or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall be such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (including “Rule 433”), relating to the Base Prospectus as so supplementedShares, if any, that (i) is hereinafter required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Base Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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. 333-133480163474) 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 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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”) , and there has become effective, a registration statement on Form S-3 S-3, including a prospectus, relating to the securities (File Noas such term is defined on Schedule I hereto). 333-133480) Such Registration Statement, as amended, and including the information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”) and the rules and regulations (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 or deemed to be a part thereof or included therein incorporated by Rule 430B under reference therein, are hereinafter called, collectively, the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “"Registration Statement"; [the related preliminary prospectus dated , including the documents ------------ incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus supplemented dated ] are hereinafter called, ------------ [collectively] the "preliminary prospectus";] and the related prospectus dated, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated ] are hereinafter called, ---------- [collectively,] the "Prospectus.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” " The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form has provided copies of prospectus included in the Registration Statement in [,the form heretofore delivered preliminary prospectus] and the Prospectus to the UnderwriterRemarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the Securities.] [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Securities (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. 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) remarketing memorandum (including the Base Prospectus as so supplementeddocuments incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called the “Prospectus.” Any reference herein a "preliminary prospectus")]. The Company hereby consents to the Base Prospectus or use of the Prospectus shall be deemed to include [and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under preliminary prospectus] in connection with the Securities Act as remarketing of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base 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”)Securities]. All references in this Agreement to amendments or supplements to the [Registration Statement] [, the Base Prospectus 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 "1934 Act”) "), which is incorporated or deemed to be incorporated therein by reference therein in the Registration Statement [, the preliminary prospectus] or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File No. 333-133480195508) under the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”) of the Commission thereunder), and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Underwriting Agreement (the “Agreement”) and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto 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 Registration Statement at If the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission has filed or files an abbreviated registration statement pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating (the “Rule 462 Registration Statement”), then any reference herein to the Securities to a term Registration Statement shall include such Rule 462 Registration Statement. The form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form Base Prospectus, along with any final prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424 under the Securities Act, or the prospectus that discloses all the information that was omitted from the Base Prospectus pursuant to Rule 430A under the Securities Act, and in either case together with any changes contained in any prospectus filed with the Commission by the Company with the consent of prospectusthe Underwriters after the effective date of the Registration Statement, is hereinafter called the “Final Prospectus.” The Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus.” Any reference herein to The Company has also prepared and filed with the Base Prospectus or British Columbia Securities Commission (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 “BCSC”) a preliminary short form prospectus. Such preliminary short form prospectus together with any amendments thereto or amended short form prospectus filed with the BCSC in connection with this offering is hereinafter called the “Canadian Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, 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 or any successor system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, 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. 333-133480) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder255911), 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 is filing 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any reference herein to the Base 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, 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 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. 333-133480) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-157583) under the Act (“Registration Statement 333-157583”), which registration statement included a combined prospectus dated February 27, 2009 (the “Rules Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and Regulations”) of has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission thereunder, and such amendments a supplement to the prospectus included in such registration statement as may have been required 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 is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement Prospectus Supplement”) specifically relating to the Securities and the plan of distribution thereof pursuant to a form of prospectus included in the Rule 424. Registration Statement in the form heretofore delivered 333-157583, including any amendments thereto filed prior to the UnderwriterExecution Time, became effective upon filing. Such prospectus in Except where the form in which it appears in the context otherwise requires, Registration Statement is hereinafter called the 333-157583, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Base Prospectus.” Such supplemental form of prospectusEffective Date”), including all documents filed as part thereof and including any information contained in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the Base “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is hereinafter herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base Registration Statement, the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) ), which is or is deemed to be incorporated therein by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480164461) 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 is herein called the “Original Registration Statement.” The Company is 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 in the form heretofore delivered to the UnderwriterStatement. Such base prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus” and such final prospectus supplement relating to the Shares as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectusFinal Prospectus and any preliminary prospectus supplement or “red xxxxxxx” relating to the Shares and supplementing the Base Prospectus, in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) ), is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such “Act”), an automatic shelf registration statement, at any given timeas defined in Rule 405, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of on Form S-3 (file number 333-223141) 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 is filing with the Commission pursuant to Rule 424 under the Securities Act 333-223141”), which registration statement included a final combined prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called dated February 22, 2018 (the “Base Prospectus.” Such supplemental form ”), relating to an indeterminate aggregate offering price or number of, among other securities, the Shares, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “Prospectus Supplement”) specifically relating to the Shares and the plan of prospectusdistribution thereof pursuant to Rule 424. Registration Statement 333-223141, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-223141, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in the form in which it shall be a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) (including and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus as so supplemented) Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is hereinafter herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Base Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto, as set forth on Schedule II hereto (the “Execution Time”), is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the pricing information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Base Registration Statement, the Disclosure Package, the Prospectus or the Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of such prospectusthe Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”) ), which is or is deemed to be incorporated therein by reference therein in the Registration Statement, the Disclosure Package or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480239010) 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 is filing 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 in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 therein 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. 333-133480138943) 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 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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 covering the Securities and Representatives’ Securities (as defined in Section 4(f) hereof) on Form S-3 S-1 (File No. 333-133480248588) 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 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 in the form heretofore delivered to the UnderwriterAct. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which it appears they were included in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be or filed with the Commission pursuant to Rule 424(b) (including 424 under the Base Prospectus as so supplemented) Securities Act is hereinafter called the a “Prospectus.” Any reference Reference made herein to any Preliminary Prospectus, the Base 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, 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 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 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. 333-133480265981) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any 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 Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480270796) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears in has most recently been filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any 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. 333-133480198647) 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 is filing 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 UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 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. 333-133480206644) 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 is filing 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 in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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 S-3, as amended (File No. 333-133480181443) 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 Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form Each of prospectus, such Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) ), is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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 Base Prospectus, the Final Prospectus, 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 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 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 Base Prospectus, 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. 333-133480177554) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” 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 reference herein to the Base Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under ), that describes the Securities Act as of and the date of such prospectus. For purposes of this Agreementoffering thereof, all references 1 Plus an option to the Registration Statement, the Base Prospectus, the Prospectus or any amendment or supplement purchase up to any of the foregoing shall be deemed 1,000,000 additional shares 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 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 thereofcover over-allotments.

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. 333-133480174088) 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 Underwriting Agreement (the “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 Registration Statement at If the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission has filed or files an abbreviated registration statement pursuant to Rule 424 462(b) under the Securities Act a final prospectus supplement relating (the “Rule 462 Registration Statement”), then any reference herein to the Securities to a term Registration Statement shall include such Rule 462 Registration Statement. The form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form Base Prospectus, along with any final prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424 under the Securities Act, or the prospectus that discloses all the information that was omitted from the Base Prospectus pursuant to Rule 430A under the Securities Act, and in either case together with any changes contained in any prospectus filed with the Commission by the Company with the consent of prospectusthe Representative after the effective date of the Registration Statement, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any preliminary prospectus 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 a “Prospectus.” Any reference herein to the Base 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, 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 or predecessor system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, 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 S-3, as amended (File No. 333-133480183689) 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 Rule 462 Registration Statement.” . The Company 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 in the form heretofore delivered to the UnderwriterStatement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form Each of prospectus, such Final Prospectus and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which it they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus as so supplemented) ), is hereinafter called the a “Prospectus.” Any reference herein to the Base Prospectus, 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, the Final Prospectus, 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, 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, the Final Prospectus or the a Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which ), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. The Company hereby confirms their engagement of National Securities Corporation as, and National Securities Corporation hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. Conduct Rules (“Rule 5121”) with respect to the offering and sale of the Shares. National Securities Corporation, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Registration Statement No. 33333-133480) 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 is filing . Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act a final prospectus supplement relating to which amends or supplements the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered to the UnderwriterProspectus. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base 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, 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 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”) which is case may be, 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”") 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 Registration No. 333-133480) under the Securities Act of 193324637), as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderincluding a prospectus, 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 CommissionShares. 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 as amended at the time it originally became effective effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is herein called hereinafter referred to as the “Original "Registration Statement.” The Company is filing with " A prospectus supplement (the Commission "Prospectus Supplement") setting forth the terms of the Common Shares and of their sale and distribution has been or will be so prepared and will be filed pursuant to Rule 424 under 424(b) of the Securities Act a on or before the second business day after the date hereof (or such earlier time as may be required by the Act). The final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement Statement, as supplemented by the Prospectus Supplement, is referred to herein as the "Prospectus." Each form of Prospectus, or Prospectus and Prospectus Supplement heretofore made available for use in the form heretofore delivered offering of Common Shares is referred to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base herein as a "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 “Prospectus.” " Any reference herein to the Base 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, the Prospectus or any amendment or supplement to any of the foregoing thereto shall be deemed to refer to and include the copy exhibits thereto (or, in the case of the Prospectus, to the exhibits to the Registration Statement) and the documents incorporated by reference therein and the terms "supplement", "amendment" or "amend" as used in this Agreement with respect to the Registration Statement or Prospectus shall include all documents subsequently filed by the Company 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 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”") which is that are deemed to be incorporated therein 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. 333-133480) under in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunderthereunder (collectively, the "Act"), a registration statement (file number 33-85398) on Form S-3 under the Act (the "registration statement"), including a prospectus relating to the Notes, and such amendments to such registration statement as may have been required prior to the date of this Agreement. Such registration statement has hereof have been declared effective by similarly prepared and have been filed with the Commission. Such registration statement, as so amended, and any post-effective amendments thereto, have been declared by the Commission to be effective under the Act. Such registration statement, as amended at any given timethe date of this Agreement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with said Rule. The Company will next file with the Commission pursuant to Rule 424(b) under the Act a final prospectus supplement to the basic prospectus included in such registration statement, as so amended, describing the Notes and the offering thereof, in such form as has been provided to or discussed with, and approved by the Underwriter. The term "Registration Statement" as used in this Agreement means the registration statement, as amended at the time it became effective, as supplemented or amended prior to the execution of this Agreement, including amendments (i) all financial schedules and exhibits thereto to such time, the exhibits and any schedules thereto at such time, the (ii) all 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 or deemed to be incorporated by reference therein. If it is contemplated, at the time this Agreement is executed, that a part thereof post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Notes may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Basic Prospectus" as used in this Agreement means the prospectus included in the Registration Statement. The term "Prepricing Prospectus" as used in this Agreement means any preliminary form of the prospectus (as defined herein) specifically relating to the Notes, in the form first filed with, or included therein by Rule 430B under transmitted for filing to, the Securities Act or otherwise Commission pursuant to Rule 424 of the Rules and Regulations at such timeRegulations. The term "Prospectus Supplement" as used in this Agreement means any prospectus supplement specifically relating to the Notes, is herein called in the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company is form first filed with, or transmitted for filing with to, 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 in the form heretofore delivered to the UnderwriterAct. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base The term "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 reference herein to the Base 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, 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 used in this Agreement to amendments or supplements to means the Registration Statement, the Base Basic Prospectus or together with 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.Supplement

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. 333-133480200661) 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 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 in the Statement. The form heretofore delivered to the Underwriter. Such of prospectus in the form in which it appears included in the Registration Statement at the time it was declared effective, as it may have been amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), is hereinafter called the “Base Prospectus,” and such final prospectus supplement, as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such supplemental form of prospectus, Final Prospectus and any preliminary prospectus supplement or “red hxxxxxx” relating to the Securities 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 reference herein to the Base 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, 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, 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, or will prepare and file, as the case may be, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, including a base prospectus, relating to certain securities, including the Common Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (File Nocollectively, the “Exchange Act”). 333-133480The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to a portion of the Shares (the “Prospectus Supplement”). The Company shall furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission in the Registration Statement or pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required 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 or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act or otherwise pursuant to the Rules and Regulations at such timeAct, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company 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 base prospectus, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission in the Registration Statement or pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 424(b) (including 433(d)(5)(i), in each case in the Base Prospectus as so supplemented) form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is hereinafter herein called the “Prospectus.” Any reference herein to the Base Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectustherein. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Electronic Data Gathering, Gathering Analysis and Retrieval System (“XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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. 333-133480267780) 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 is filing 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-133480) under 280982), including a base prospectus relating to 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 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 is filing with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement dated the date hereof relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered first used (or made available upon request of purchasers pursuant to Rule 173 under the Underwriter. Such prospectus Act) in connection with confirmation of sales of the form in which it appears in Securities (the Registration Statement “Prospectus Supplement”) is hereinafter called referred to as the “Base Prospectus.” Such supplemental form The Base Prospectus, as supplemented by the preliminary prospectus supplement dated August 7, 2024 relating to the Securities and used prior to the filing of prospectus, in the form in which it shall be filed with Prospectus (the Commission pursuant to Rule 424(b) (including the Base “Preliminary Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Preliminary Prospectus.” Any reference herein to the Base Registration Statement, 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 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 Prospectus case may be. At or prior to 3:50 P.M. (Eastern time) on August 7, 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”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) which is deemed was delivered in connection with such sales or was filed with the Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to be incorporated therein by reference therein or otherwise deemed by Rule 405 under the Rules and Regulations to be a part thereofAct) 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. 333-133480138776) 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 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement at the time such Registration Statement was declared effective is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Company proposes to file with the Commission pursuant to Rule 424(b) (including under the Securities Act a final prospectus supplement that shall include the Base Prospectus as so supplemented) supplemented which is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectusprospectus (“Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, 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 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 an effective registration statement on Form S-3 S-11 (File No. 333-133480) 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 rules and regulations thereunder (the “Rules and Regulations”). The registration statement, as amended, and the prospectus, as amended or supplemented, on file with the Commission at the Effective Date (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 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 in the form heretofore delivered to the Underwriter. 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 reference herein shall refer to the Base Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein filed pursuant to Item 12 of Form S-3 under the Securities Act as of 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 and becomes effective with respect solely to the DRIP (a “DRIP Registration Statement”), the term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such prospectus. For purposes of this Agreement, all references to the DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the Base DRIP (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus, the Prospectus as such prospectus may be amended or any amendment or supplement supplemented from time 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 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 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. 333-133480215024) 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 is filing 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 UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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 therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-133480) under 226644), including a base prospectus relating to 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 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 is filing with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement dated the date hereof relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered first used (or made available upon request of purchasers pursuant to Rule 173 under the Underwriter. Such prospectus Act) in connection with confirmation of sales of the form in which it appears in Securities (the Registration Statement “Prospectus Supplement”) is hereinafter called referred to as the “Base Prospectus.” Such supplemental form The Base Prospectus, as supplemented by the preliminary prospectus supplement dated May 1, 2020 relating to the Securities and used prior to the filing of prospectus, in the form in which it shall be filed with Prospectus (the Commission pursuant to Rule 424(b) (including the Base “Preliminary Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Preliminary Prospectus.” Any reference herein to the Base Registration Statement, 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 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 Prospectus case may be. At or prior to 3:50 p.m. (Eastern time) on May 1, 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”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) which is deemed was delivered in connection with such sales or was filed with the Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to be incorporated therein by reference therein or otherwise deemed by Rule 405 under the Rules and Regulations to be a part thereofAct) 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. 333-133480133729) under 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 “Securities Act”), 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 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Rules and Regulations Securities Act at such time, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original 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. The Company is filing 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 Shares in the form heretofore delivered to the UnderwriterPlacement Agents. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it appears in has been most recently filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing 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, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Placement Agents. 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 (“XXXXXEXXXX”). All references in this Agreement Any reference to amendments or supplements to the Registration Statement, the Base any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as applicable. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of such Preliminary Prospectus or the Prospectus, as applicable, and before the date of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as applicable; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date and before the date of 1934, as amended (the “Exchange Act”) which such amendment that is deemed to be incorporated therein by reference therein or otherwise deemed in the Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. The offering of the Shares by the Rules Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. The Registration Statement has become effective under the Securities Act. No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and Regulations no proceedings for such purpose have been instituted or are pending or, to be a part thereofthe Company’s knowledge, are contemplated or threatened by the Commission.

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. 333-133480169918) 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 is filing with the Commission pursuant to Rule 430B 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 October 22, 2010, included in the Registration Statement Statement, in the form heretofore delivered to the UnderwriterUnderwriters. 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 a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480160519) 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 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 in the form heretofore delivered to the UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, 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 a “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480171063) 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 (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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include refer to 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, 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 are 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. 333-133480) 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"), a registration statement on Form S-3, including a prospectus, relating to, among other things, certain debt securities, Common Stock, par value $0.01 per share, and such amendments Preferred Stock, no par value, of the Company to such registration statement as may have been required be issued from time to the date of this Agreement. Such registration statement has been declared effective time by the CommissionCompany (the "Shelf Securities"). 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 is filing with also has filed with, or proposes to file 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 Notes is herein referred to as the "Additional Registration Statement", and, together with the Base Registration Statement, the "Registration Statement". The related prospectus covering the Shelf Securities in the 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 to a form of prospectus included in the Registration Statement 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 Underwriter. 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 reference herein to the Base 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, 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 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 therein 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. 333-133480161859) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions 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 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. 333-133480197991) 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 filed with the Commission included in 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 is filing 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 in “Final Prospectus Supplement”). The Final Prospectus Supplement together with the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement Base Prospectus is hereinafter called the “Base Final Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed The Final Prospectus together with the Commission pursuant to Rule 424(b) (including the Base Preliminary Prospectus as so supplemented) Supplement is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, 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, 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, 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. 333-133480129276) under 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 “Securities Act”), 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 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Rules and Regulations Securities Act at such time, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original 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. The Company is filing 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 Shares in the form heretofore delivered to the UnderwriterPlacement Agents. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it appears in has been most recently filed with the Registration Statement Commission on or prior to the date of this Agreement 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 424(b)(including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing 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, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Placement Agents. 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 (“XXXXXEXXXX”). All references in this Agreement Any reference to amendments or supplements to the Registration Statement, the Base any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as applicable. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of such Preliminary Prospectus or the Prospectus, as applicable, and before the date of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as applicable; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date and before the date of 1934, as amended (the “Exchange Act”) which such amendment that is deemed to be incorporated therein by reference therein or otherwise deemed in the Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. The offering of the Shares by the Rules Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. The Registration Statement has become effective under the Securities Act. No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and Regulations no proceedings for such purpose have been instituted or are pending or, to be a part thereofthe Company’s knowledge, are contemplated or threatened by the Commission.

Registration Statement and Prospectus. The Company Duke Capital has prepared and filed with the Securities and Exchange Commission (the “Commission”) , and there has become effective, a registration statement on Form S-3 S-3, including a prospectus, relating to the Securities (File Noas such term is defined on Schedule I hereto). 333-133480) Such Registration Statement, as amended, and including the information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”) and the rules and regulations (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 or deemed to be a part thereof or included therein incorporated by Rule 430B under reference therein, are hereinafter called, collectively, the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “"Registration Statement"; [the related preliminary prospectus dated ____________, including the documents incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus supplement dated ____________] are hereinafter called, [collectively] the "preliminary prospectus"] and the related prospectus dated ____________, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated ___________] are hereinafter called, [collectively,] the "Prospectus.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” " The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form and Duke Capital have provided copies of prospectus included in the Registration Statement in [, the form heretofore delivered preliminary prospectus] and the Prospectus to the UnderwriterRemarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the Securities. Such prospectus in [In the form in which it appears in the event that a Registration Statement is hereinafter called not required, insert the “Base Prospectus.” following: The Company and Duke Capital have provided to the Remarketing Agent, for use in connection with remarketing of the Securities (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. Such supplemental form of prospectusremarketing, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) memorandum (including the Base Prospectus as so supplementeddocuments incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called the “Prospectus.” Any reference herein a "preliminary prospectus")]. The Company and Duke Capital hereby consent to the Base Prospectus or use of the Prospectus shall be deemed to include [and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under preliminary prospectus] in connection with the Securities Act as remarketing of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base 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”)Securities]. All references in this Agreement to amendments or supplements to the Registration StatementStatement [, the Base Prospectus 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 " 1934 Act”) "), which is incorporated or deemed to be incorporated therein by reference therein in the Registration Statement [, the preliminary prospectus] or otherwise deemed by the Rules and Regulations to be a part thereofProspectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the An “Commission”) a automatic shelf registration statement on Form S-3 (File No. 333-133480) statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-216463) in respect of the Securities, containing a Base Prospectus (as defined below), has been filed with the Securities and the rules and regulations Exchange Commission (the “Rules and RegulationsCommission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing under Rule 462(e) under the Securities Act; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission thereunderto the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the base prospectus, and such amendments dated March 6, 2017, relating to the Securities of the Company to be offered from time to time pursuant to Rule 415 under the Securities Act included in the Registration Statement (as defined below) is hereinafter called the “Base Prospectus”; the various parts of such registration statement as may have been required of the Effective Date (as defined below), including all exhibits thereto, but excluding Form T-1 (with respect to which the Company makes no representations and warranties, notwithstanding anything in this Agreement to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statementcontrary), 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 information, if any, deemed to be a part thereof or included therein by of such registration statement at the time of the Effective Date, are hereinafter collectively called the “Registration Statement”; as used herein the term “Effective Date” means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act or otherwise for purposes of liability under Section 11 of the Securities Act of the Company and the Underwriters with respect to the offering of the Securities; the Base Prospectus, as amended and supplemented by the preliminary prospectus supplement, dated November 28, 2017 and filed pursuant to Rule 424(b) under the Rules and Regulations at such timeSecurities Act, relating to the Securities, is herein hereinafter called the “Registration Statement.” The Registration Statement at Preliminary Prospectus”; the time it originally became effective is herein called Base Prospectus, as amended and supplemented by the “Original Registration Statement.” The Company 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplementedSecurities Act in accordance with Section 3(a) hereof is hereinafter called the “Prospectus.” Any ”; any reference herein to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act Act, as of the Effective Date of the Registration Statement or the date of such prospectus. For purposes of this Agreement, all references ; any reference to the Registration Statement, the Base Prospectus, 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 Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include any post-effective amendment to the subsequent filing of Registration Statement and any document documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is ), and incorporated therein, in each case after the date of the Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to be refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated therein by reference therein or otherwise deemed by in the Rules Registration Statement; and Regulations any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to be a part thereofthe Securities is hereinafter called an “Issuer Free Writing Prospectus”.

Registration Statement and Prospectus. The Company has prepared and filed with the 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. 333-133480) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder251002), 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 is filing 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any reference herein to the Base 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, 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 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. 333-133480200926) 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 is filing 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 UnderwriterUnderwriters. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEDXXX”). 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 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 Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-133480) under 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”) of the Commission thereunder, a registration statement on Form F-3 (File No. 333-189650) 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 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 in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.,” Such supplemental form of prospectus, in the form in which it shall be and such final prospectus supplement as filed with the Commission pursuant to Rule 424(b) under the Securities Act, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any Preliminary Prospectus (including the Base Prospectus as so supplemented) is are hereinafter called the a “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, 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, 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. 333-133480) under 184065), including a base prospectus relating to 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 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 is filing with Base Prospectus”), as supplemented by the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement dated July 31, 2013 relating to the Securities to a form of prospectus included in the Registration Statement in the form heretofore delivered first used (or made available upon request of purchasers pursuant to Rule 173 under the Underwriter. Such prospectus Act) in connection with confirmation of sales of the form in which it appears in Securities (the Registration Statement “Prospectus Supplement”) is hereinafter called referred to as the “Base Prospectus.” Such supplemental form The Base Prospectus, as supplemented by the preliminary prospectus supplement dated July 31, 2013 relating to the Securities and used prior to the filing of prospectus, in the form in which it shall be filed with Prospectus (the Commission pursuant to Rule 424(b) (including the Base “Preliminary Prospectus as so supplementedSupplement”) is hereinafter called referred to as the “Preliminary Prospectus.” Any reference herein to the Base Registration Statement, 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 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 Prospectus case may be. At or prior to 2:20 p.m. (Eastern time) on July 31, 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”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) which is deemed was delivered in connection with such sales or was filed with the Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to be incorporated therein by reference therein or otherwise deemed by Rule 405 under the Rules and Regulations to be a part thereofAct) 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. 333-133480161859) 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 is filing 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 in Statement, the form heretofore delivered to term “Registration Statement” shall include the UnderwriterRule 462(b) Registration Statement. Such The prospectus in the form in which it appears appeared in the Original Registration Statement is hereinafter herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectusprospectus (including the Base Prospectus as so supplemented), in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter herein called the “Prospectus.” Any 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 filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and filed the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-3 (File No. 333-133480) under 213007), including a base prospectus, relating to certain securities, including the Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”) ), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Securities (the “Rules and RegulationsProspectus Supplement”) ). The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the Commission thereunder, and prospectus included as part of such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given timeas supplemented, by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement(s), including amendments thereto to such time, the exhibits and any schedules thereto at such time, the all documents filed as part thereof or incorporated by reference therein therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act at such time and the documents and information otherwise Regulations or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430B under of the Securities Act or otherwise pursuant to the Rules and Regulations at such timeRegulations, 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 is filing with the Commission pursuant to Rule 424 under the Securities Act a final base prospectus supplement relating to the Securities to a form of prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement in Statement, as it may be supplemented, if necessary, by the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusProspectus Supplement, in the form in which it shall be such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) (including under the Base Prospectus as so supplemented) Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is hereinafter herein called the “Prospectus.” Any reference herein to the Base Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 filing of Form S-3 any document under the Securities Exchange Act as on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such prospectusIssuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis Analysis, and Retrieval System system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base 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. 333-133480) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (No. 333-186129) and the rules and regulations (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 October 15, 2013 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 latest 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 of 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 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 date of the Securities Act or otherwise pursuant to Prospectus, as 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 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 in the form heretofore delivered to the Underwritercase may be. 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 reference herein to the Base 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 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 Company had prepared the following information: a Preliminary Prospectus or the Prospectus shall be deemed dated October 15, 2013, 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 therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereoflisted 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. 333-133480126131) under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission 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 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 430A, 430B, or 430C under the Securities Act or otherwise pursuant to the Rules and Regulations Securities Act at such time, is herein called the “Registration Statement.” The Registration Statement at Any registration statement filed by the time it originally became effective Company pursuant to Rule 462(b) under the Securities Act is herein called the “Original 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. The Company is filing 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 in the form heretofore delivered to the UnderwriterPlacement Agent. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it appears in has been most recently filed with the Registration Statement Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectusprospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus Prospectus, any Preliminary Prospectus, or the Prospectus or to any amendment or supplement to any of the foregoing 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, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Placement Agent. 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 (“XXXXXEXXXX”). All references in this Agreement Any reference to amendments or supplements to the Registration Statement, the Base any Preliminary Prospectus or the Prospectus shall be deemed to mean refer to and include the subsequent filing of any document documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as applicable. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of such Preliminary Prospectus or the Prospectus, as applicable, and before the date of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as applicable; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of 1934, as amended (the “Exchange Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act”) which is deemed to be incorporated therein by reference therein or otherwise deemed . The offering of the Shares by the Rules Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. The Registration Statement has become effective under the Securities Act. No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus, or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and Regulations no proceedings for such purpose have been instituted, are pending or are contemplated or, to be a part thereofthe Company’s knowledge, threatened by the Commission.