Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") Registration Statement No. 333-05689, for the registration under the Securities Act of 1933 (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 statement and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. 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 which amends or supplements the Prospectus. Any reference herein to the 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 of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 174088) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one or more been required to the date of this Underwriting Agreement (the “Agreement”). Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and 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 amendments have become effectiveRule 462 Registration Statement. A The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus.” Such Base Prospectus, along with any final prospectus supplement relating to the Bonds, including a prospectus (together, Shares filed with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file , 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 other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to changes contained in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. 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 by the Company with the consent of the Commission under the Securities Act which amends or supplements the Prospectus. Any reference herein to the 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 of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act 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 ▇▇▇▇▇▇▇,” in the form in which 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 a “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 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 date Prospectus shall be deemed to mean and include the subsequent filing of any Prospectusdocument under the Securities Exchange Act of 1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement No. 333-05689, for in accordance with the registration under provisions of the Securities Act of 1933 1933, as 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 "Securities Act"“Basic Prospectus”), 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 the Bonds (distribution thereof pursuant to Rule 424. Registration Statement 333-157583, including a prospectus relating thereto) and may have filed one or more any amendments thereto (including one or more amended or supplemental prospectuses) filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-157583, on each date and time that such registration statement and any such post-effective amendment or amendments have become effective. A prospectus supplement relating to the Bondsthereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in a prospectus Prospectus (together, as defined below) subsequently filed with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment 424(b) and deemed part of such registration statement statement, collectively, are herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or such prospectus or any supplement to such prospectus on or after the date of this Agreement and supplemented, immediately prior to the date and time of delivery of that this Agreement is executed and payment for delivered by the Bonds referred to in Section 3 hereof parties hereto, as set forth on Schedule II hereto (the "Closing Date"“Execution Time”), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter hereafter called the Registration Statement. “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 in this Agreement to the Prospectus as amended or supplemented shall includeRegistration Statement, without limitationthe Disclosure Package, any prospectus 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 Registration Statement or the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on “Incorporated Documents”), as of each Effective Date or before the effective date of the Registration Statement Execution Time or the date of the 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 Disclosure Package or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Disclosure Package or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act after of 1934, as amended, and the effective date rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 148263) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the published rules and regulations thereunder (the “Rules and Regulations”) of adopted by 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 statement and any such amendments have become effective. A prospectus supplement relating to the BondsCommission, including a base prospectus relating thereto (togetherthe “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. Such registration statement, at any given time, including amendments thereto to such time, the "Prospectus"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”), has been prepared and will then any reference herein to the Registration Statement shall also be filed 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 “Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior Base Prospectus relating to the date and time of delivery of and payment for Shares, the Bonds referred to form in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time which it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under Prospectus (including the Securities Act which amends or supplements the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus. Any .” Unless otherwise stated herein, any reference herein to the Registration Statement 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 which were filed under the Securities Exchange Act of 1934 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 Registration Statement Preliminary Prospectus (if any), or the date of such the Prospectus, as the case may be; and any reference herein to the terms "“amend", ",” “amendment" ,” or "“supplement" ” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document filed under the Exchange Act after the effective Effective Time, the date of the Registration Statement, such Preliminary Prospectus or the date of any the Prospectus, as the case may be, and deemed to be which is incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 191869) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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 amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Securities to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement relating to the Securities in Section 3 hereof (the "Closing Date"), except with your approvalform heretofore delivered to the Underwriters. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under Prospectus, that describes the Securities Act which amends or supplements the and offering thereof, is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“▇▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 165112) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one or more been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one 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 more amended included therein by Rule 430B under the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities ActAct a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriters. The Company will not file any other amendment of prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such registration statement or such final prospectus or any supplement to such prospectus on or after as filed, along with the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effectiveBase Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, the Final Prospectus or the a 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-05689226100), for including a base prospectus (the “Base Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1933 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities “Exchange Act"”) is called the “Registration Statement.” Any preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof and is used prior to the filing of the Bonds (including Prospectus is called, together with the Base Prospectus, a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus supplement relating to the BondsShares, including a prospectus (togethertogether with the Base Prospectus, the "Prospectus"), has been prepared and will be that is first filed pursuant to Rule 424 424(b) 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 Act after the date of this Agreement and prior to the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of delivery the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and payment for “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Bonds Company or used or referred to by the Company in Section 3 hereof (connection with the "Closing Date"), except with your approvaloffering of the Shares. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as amended defined below), or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant amendments or supplements to Rule 424 any of the Commission under the Securities Act which amends or supplements the Prospectus. Any reference herein to the Registration Statement or the Prospectus foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein therein, and shall include any copy thereof filed with the Commission pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 its Electronic Data Gathering, Analysis and Retrieval System (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference“E▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement No. 333-05689, for in accordance with the registration under provisions of the Securities Act of 1933 1933, as 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 "“Basic Prospectus”), relating to an indeterminate aggregate offering price or number of, among other securities, the Securities, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “Prospectus Supplement”) specifically relating to the Securities Act") and the plan of the Bonds (distribution thereof pursuant to Rule 424. Registration Statement 333-179696, including a prospectus relating thereto) and may have filed one or more any amendments thereto (including one or more amended or supplemental prospectuses) filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-179696, on each date and time that such registration statement and any such post-effective amendment or amendments have become effective. A prospectus supplement relating to the Bondsthereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in a prospectus Prospectus (together, as defined below) subsequently filed with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment 424(b) and deemed part of such registration statement statement, collectively, are herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is 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 such prospectus or any supplement to such prospectus on or after the date of this Agreement and supplemented, immediately prior to the date and time of delivery of that this Agreement is executed and payment for delivered by the Bonds referred to in Section 3 hereof parties hereto as set forth on Schedule II hereto (the "Closing Date"“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), except with your approval. Such registration statementif any, including financial statements and exhibits, at the time it became effective, information listed in Schedule II hereto is hereinafter hereafter called the Registration Statement. “Disclosure Package.” Any reference in this Agreement to the Prospectus as amended or supplemented shall includeRegistration Statement, without limitationthe Disclosure Package, any prospectus 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 Registration Statement or the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on “Incorporated Documents”), as of each Effective Date or before the effective date of the Registration Statement Execution Time or the date of the 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 Disclosure Package or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Disclosure Package or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act after of 1934, as amended, and the effective date rules and regulations of the Commission promulgated thereunder (the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has filed with the Securities and Exchange Commission Commission, and there has become effective, a registration statement on Form S-3, including a prospectus, relating to the Securities (as such term is defined on Schedule I hereto). Such Registration Statement, as amended, and including the "Commission") Registration Statement No. 333-05689, for the registration information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933 1933, as amended (the "Securities 1933 Act") ), and the documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the "Registration Statement"; (the related preliminary prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus 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 Company has provided copies of the Bonds Registration Statement [, the preliminary prospectus] and the Prospectus to the Remarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the 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 remarketing memorandum (including a prospectus relating thereto) and may have filed one the documents incorporated or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement relating deemed to the Bondsbe incorporated by reference therein, including a prospectus (together[and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act]. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior hereby consents to the date use of the Prospectus [and time the preliminary prospectus] in connection with the remarketing of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalSecurities]. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference All references 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 which amends amendments or supplements the Prospectus. Any reference herein to the 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 mean and include the filing of any document under the Securities Exchange Act after of 1934, as amended (the effective date of "1934 Act"), which is incorporated or deemed to be incorporated by reference in the Registration StatementStatement [, the preliminary prospectus] or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement 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. 333-05689, for 202425) covering the registration of the sale of the Shares under the Securities Act, which became effective under Rule 462(e) under the Act of 1933 (the "Securities Act") of the Bonds (including and which includes a prospectus relating thereto) and may have filed one subject to completion (together with the documents incorporated or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement relating deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Bonds, including a prospectus (togetherAct, the "“Base Prospectus"”), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus “Registration Statement” as of any time shall mean such automatic shelf registration statement, as amended or supplemented shall includeby any post-effective amendments thereto to such time, without limitationincluding any financial statements, exhibits and schedules thereto to such time, and the information deemed pursuant to Rule 430B under the Act (“Rule 430B”) to be part thereof (“Rule 430 Information”) (including any Rule 430 Information in any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424 424(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 Securities 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 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 which (“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 Registration Statement 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 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 Preliminary Prospectus or the Prospectus, as the case may be; , and any reference herein to the terms "“amend", ",” “amendment" ” or "“supplement" ” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document documents filed after such date under the Securities Exchange Act after of 1934, as amended, and the effective date rules and regulations of the Registration StatementCommission thereunder (collectively, or the date of any Prospectus, as the case may be, and “Exchange Act”) that are deemed to be incorporated therein by referencereference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act (“Rule 405”), and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the 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 the pricing information set forth in Schedule II hereto.

Registration Statement and Prospectus. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 224715) under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission promulgated thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to Agreement. Except as the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date")context may otherwise require, except with your approval. Such such registration statement, including financial statements and exhibitsas amended, on file with the Commission at the time it became effective, is hereinafter called effective (including any preliminary prospectus included in the Registration Statement. Any reference in this Agreement to the Prospectus as amended registration statement or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 424(a) under the Act (each, a “Preliminary Prospectus”), financial statements, schedules, exhibits and all other documents filed as a part thereof, and all information deemed to be a part thereof as of its effective date pursuant to paragraph (b) of Rule 430A of the Commission under Rules and Regulations) is referred to herein as the Securities Act which amends or supplements “Registration Statement.” The Preliminary Prospectus, subject to completion, dated ______, 2018, that was included in the Registration Statement on the date of this agreement is hereinafter called the “Pricing Prospectus. Any reference herein .” The final prospectus in the form first furnished to the Underwriters for use in the Offering, is hereinafter called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement Statement, the Pricing 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 (“▇▇▇▇▇”). All references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 subsequent filing of Form S-3 which were filed any document under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 213501) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriter. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“E▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 221493) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission promulgated thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time offering of delivery the Securities to the form of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriters. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“E▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by reference.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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 157269) under the Securities Act of 1933 1933, as amended (the "Securities “Act"”), and the rules and regulations (“Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and prior any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of delivery filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and payment for the Bonds offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in Section 3 hereof the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 170945) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus supplement or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities ActAct a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement. The Company will not file any other amendment form of such registration statement or such prospectus or any supplement to such prospectus on or after included in the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, Registration Statement at the time it became effectivewas declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. Any reference herein .” For purposes of this Agreement, all references to the Registration Statement 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 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 refer to mean and include the documents incorporated by reference therein pursuant to Item 12 subsequent filing of Form S-3 which were filed any document under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 170945) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus supplement or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities ActAct a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement. The Company will not file any other amendment form of such registration statement or such prospectus or any supplement to such prospectus on or after included in the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, Registration Statement at the time it became effectivewas declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. Any reference herein .” For purposes of this Agreement, all references to the Registration Statement 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 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 refer to mean and include the documents incorporated by reference therein pursuant to Item 12 subsequent filing of Form S-3 which were filed any document under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3, as amended (File No. 333-05689273062), for the registration under the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and the rules and regulations of the Bonds Commission thereunder (including a prospectus relating thereto) the “Rules and may have filed one or more Regulations”), and such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement was declared effective by the Commission on October 27, 2023. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein collectively called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689263244), for which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "“Securities Act") ”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B or 430C under the Bonds Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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 statement and any such amendments have become effective. A collectively, the “Exchange Act”), is called the “Registration Statement.” Any preliminary prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, that is hereinafter called the Registration Statement. 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 424(b), together with the Commission under Base Prospectus, is hereafter called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities Act which amends or supplements that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Registration Statement 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 which were filed under the Securities Exchange Act of 1934 (Act; any reference to any amendment or supplement to any Preliminary Prospectus or the "Exchange Act") on or before the effective date of the Registration Statement or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect any amendment to the Registration Statement or the Prospectus shall be deemed to refer to and include any annual report of the filing Company filed pursuant to Section 13(a) or 15(d) of any document under the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement, or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. (a) The Company has filed prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules and Regulations”), with the United States Securities and Exchange Commission (the "“Commission"”) the Shelf Registration Statement No. 333-05689, for the registration under the Securities Act of 1933 (the "Securities Act") of the Bonds (including a prospectus relating thereto) and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement (including any pre-effective amendments and any such amendments post-effective amendments) as may have become effective. A prospectus supplement relating been required prior to the Bonds, 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 as of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement (the “Base Registration Statement”) and prior a preliminary prospectus supplement pursuant to Rule 424(b) under the Securities Act (a “Preliminary Prospectus”), relating to the date Securities. The Base Registration Statement and time of delivery of and payment for any post-effective amendment thereto, each in the Bonds referred form theretofore delivered to the Buyer, have been declared effective by the Commission in Section 3 hereof (the "Closing Date"), except with your approvalsuch form. Such registration statementBase Registration Statement, including financial statements any post-effective amendment thereto at such time, the exhibits and exhibitsany schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time, the information contained in the form of Final Prospectus (as defined below) and deemed by virtue of Rule 430B under the Securities Act to be part of the Base Registration Statement at the time it was declared effective and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, in each case as amended at the time such part of the Base Registration Statement became effective, is hereinafter are herein collectively called the “Registration Statement. Any .” 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 in this Agreement herein to the Prospectus as amended or supplemented term Registration Statement shall include, without limitation, any prospectus filed include such Rule 462 Registration Statement.” (b) The Company is filing with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements a final prospectus supplement to the Registration Statement that relates to the Securities. The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus. ,” and such final prospectus supplement as filed 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) are hereinafter called a “Prospectus.” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the a 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 respective Prospectuses. (c) For purposes of this Agreement, all references to the Registration Statement 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 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 date 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 168854) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus supplement or more “red h▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included or supplemental prospectuses) incorporated by reference therein by the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalRegistration Statement. Such registration statementprospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, including financial statements and exhibits, at along with the time it became effectiveBase Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red h▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus.” On or supplements prior to the Closing Date (as defined below), the Company will complete a series of transactions (the “Reverse Stock Split”) as described in the Time of Sale Disclosure Package (as defined below) and the Prospectus. Any reference herein For purposes of this Agreement, all references to the Registration Statement 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. 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 refer to mean and include any document filed by the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed Company under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 174680) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto), the exhibits and any schedules thereto and the documents and information otherwise deemed to be a part thereof or more amended included or supplemental prospectuses) incorporated by reference therein by the Securities Act or otherwise pursuant to the Rules and such Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and 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 amendments have become effectiveRule 462 Registration Statement. A Any preliminary prospectus supplement included in the Registration Statement or filed with the Commission pursuant to 424(a) under the Securities Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Bonds, including a prospectus (together, Shares that was included in the "Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Pricing Prospectus"), has been prepared and will be filed .” The Company is filing with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date Shares and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date")such final prospectus, except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effectiveas filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus or “red ▇▇▇▇▇▇▇” in the form in which they were included in the Registration Statement. Any reference in this Agreement to the Prospectus as amended Statement or supplemented shall include, without limitation, any prospectus filed with the Commission pursuant to Rule 424 of the Commission under the Securities Act which amends or supplements the is hereinafter called a “Prospectus. Any reference herein .” For purposes of this Agreement, all references to the Registration Statement Statement, the 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 Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to amendments to the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include any document filed by the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed Company under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on ”), that is incorporated by reference therein or before otherwise deemed by the effective date of the Registration Statement or the date of such Prospectus, as the case may be; Rules 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and deemed Regulations to be incorporated therein by referencea part thereof.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3, as amended (File No. 333-05689268560), for the registration under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“E▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 240252) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriter. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“E▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 264116) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalRepresentative. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“▇▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the "“Commission"”) Registration Statement No. 333-05689, for the registration under the Securities Act of 1933 (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 statement and any such amendments have become effective. A prospectus supplement relating to the Bondson Form S-3, including a prospectus 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 (togethercollectively, the "Prospectus"“Exchange Act”), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment has prepared a prospectus supplement to the base prospectus included as part of such registration statement or such prospectus or any supplement specifically relating to such prospectus on or after the Shares (the “Prospectus Supplement”). Following the date of this Agreement and prior that such registration statement is declared effective, the Company will furnish to the date and time Agent, for use by Agent, copies of delivery the prospectus included as part of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such such registration statement, including financial statements and exhibitsas supplemented by the Prospectus Supplement, at the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement relating to the Prospectus 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 supplemented shall includeincorporated by reference therein, without limitation, and including any prospectus information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which amends 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 (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or supplements (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 Registration Statement or Statement, the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectustherein, as the case may be; 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 filing after the execution hereof of any document under with the Exchange Act after the effective date Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or the date of to any Prospectus, as the case may be, and amendment or supplement thereto shall be deemed to be incorporated therein by referenceinclude any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 170227) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus supplement or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Securities to a form of delivery of and payment for prospectus included in the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalRegistration Statement. Such registration statementprospectus in the form in which it appears in the Registration Statement is hereinafter called the “Pricing Prospectus,” and such final prospectus, including financial statements and exhibits, at the time it became effectiveas filed, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements the is hereinafter called a “Prospectus. Any reference herein .” For purposes of this Agreement, all references to the Registration Statement Statement, the 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 Applications system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 subsequent filing of Form S-3 which were filed any document under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 133480) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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 amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “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. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Securities to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriter. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of 424(b) (including the Commission under Base Prospectus as so supplemented) is hereinafter called the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement 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 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“▇▇▇▇▇”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, and “Exchange Act”) which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 174449) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to Agreement. Such registration statement has been declared effective by the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalCommission. Such registration statement, at any given time, including financial statements amendments thereto to such time, the exhibits and exhibitsany schedules thereto at such time, at the time it became effective, is hereinafter called the Registration Statement. 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 which amends or supplements the Prospectus. Any reference herein to the 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 of 1934 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 "Exchange Act"“Rule 430B Information”) on or before 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Rule 462(b) Registration Statement, or the date of any term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), as that describes the case may be, Securities and deemed to be incorporated therein by reference.the offering thereof,

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 179574) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations of the Bonds Commission thereunder (including a prospectus relating thereto) the “Rules and may have filed one or more Regulations”), and such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration 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), the exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Form S-3 under the Securities Act 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 BondsRules and Regulations, including a prospectus 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 (together, the "Prospectus"“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 was declared effective by the Commission is herein called the “Base Prospectus.” The Company has been prepared and will be filed or proposes to file with the Commission pursuant to Rule 424 under the Securities ActAct a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Shares (the “Final Prospectus Supplement”). The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after Final Prospectus Supplement together with the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, Base Prospectus is hereinafter called the Registration Statement. Any reference in this Agreement to the “Final Prospectus.” The Final Prospectus as amended or supplemented shall include, without limitation, any prospectus filed together with the Commission pursuant to Rule 424 of Preliminary Prospectus Supplement is hereinafter called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 the Rules and Regulations. For purposes of Form S-3 which were filed under this Agreement, all references to the Securities Exchange Act of 1934 (Registration Statement, the "Exchange Act") on Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or before the effective date 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 (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the date 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement a shelf registration statement on Form S-3 (File No. 333-05689, for the registration 187273) under the Securities Act of 1933 1933, as amended (the "Securities “Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, including the base prospectus relating to the registration of certain securities described therein, and such amendments to such registration statement (including a prospectus relating theretoany post-effective amendments) and as may have filed one or more been required to the date of this Agreement. Such registration statement, at any given time, including the amendments thereto (including one or more amended or supplemental prospectusesany post-effective amendments) and such registration statement to the date of this Agreement, the exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B of the Rules and Regulations or otherwise pursuant to the Rules and Regulations to the date of this Agreement, is herein referred to as the “Registration Statement.” The base prospectus contained in the Registration Statement, as of the date it was declared effective, or in the form it was most recently filed with the Commission on or prior to the date and time of delivery of and payment for the Bonds this Agreement, is referred to in Section 3 hereof as the “Base Prospectus.” If the Company has filed or files an abbreviated registration statement to register additional securities pursuant to Rule 462(b) of the Rules and Regulations (the "Closing Date"“462(b) Registration Statement”), except with your approval. Such registration statement, including financial statements and exhibits, at then any reference herein to the time it became effective, is hereinafter called the term Registration Statement shall also be deemed to include such 462(b) Registration Statement. Any reference in this Agreement The Company will prepare and file a final prospectus supplement to the Base Prospectus relating to the Securities with the Commission pursuant to Rules 424(b) and 430B of the Rules and Regulations in the form heretofore delivered to the Underwriters. The Base Prospectus, as amended supplemented by such final prospectus supplement, in the form (1) Plus an option to purchase up to 375,000 additional shares to cover over-allotments. in which it is first filed with the Commission pursuant to Rule 424(b) under the Act, is referred to herein as the “Final Prospectus.” The Final Prospectus, or supplemented shall include, without limitation, any preliminary prospectus supplement or prospectus filed with the Commission pursuant to Rule 424 424(b) of the Commission under Rules and Regulations, including the Securities Act which amends or supplements the Base Prospectus. Any reference herein , is hereafter called a “Prospectus.” For purposes of this Agreement, all references to the Registration Statement or the any Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant or otherwise deemed by the Rules and Regulations to Item 12 be a part thereof. For purposes of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on this Agreement, all references to amendments or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect supplements to the Registration Statement Statement, the Time of Sale Information or the any Prospectus shall be deemed to refer to and to include the filing of any document under the Securities Exchange Act after of 1934, as amended (the effective date “Exchange Act”), that is or is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. For purposes of this Agreement, all references to the Registration StatementStatement or any Prospectus, or any amendment or supplement thereto, shall be deemed to include the date copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information that is “described,” “contained,” “included” or “stated” in the Registration Statement or any 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 that is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement or any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 160519) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one or more been required to the date of this Agreement. Such registration 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 one 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 more amended included therein by Rule 430B under the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriters. Such registration statementprospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, including financial statements and exhibits, at together with the time it became effectiveBase Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red h▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, the Final Prospectus or the a 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 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 (“E▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act. The Company filed current Form 10 information with the Commission over 12 months ago and has filed with all reports and other materials required to be filed by Section 13 or 15(d) of the Securities and Exchange Commission Act, as applicable, during the preceding 12 months (other than certain Form 8-K reports) (the "Commission") Registration Statement No“Commission Documents”). 333-05689, The Common Stock is currently quoted on the Principal Trading Market under the trading symbol “NETE.” The Company and the transactions contemplated hereby meet the requirements for the registration use of Form S-3 under the Securities Act of 1933 and the rules and regulations thereunder (the "Securities Act") of the Bonds (“Rules and Regulations”), 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 statement and any such amendments have become effective. A prospectus supplement relating but not limited to the Bonds, including a prospectus (together, transaction requirements for an offering made by the "Prospectus"), has been prepared and will be filed pursuant issuer set forth in Instruction I.B.1 to Rule 424 under the Securities ActForm S-3. The Company will not file any other amendment of such has prepared and filed with the Commission a registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior Form S-3 (File Number 333-199432) with respect to the date Securities to be offered and time of delivery of and payment for sold by the Bonds referred Company pursuant to in Section 3 hereof (the "Closing Date"), except with your approvalthis Agreement. Such registration statement, at any given time, including financial statements the amendments thereto to such time, the exhibits and exhibitsany schedules thereto at such time, at the time it became effective, is hereinafter called the Registration Statement. 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 which amends or supplements the Prospectus. Any reference herein to the 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 of 1934 at such time and the documents otherwise deemed to be a part thereof or included therein by the rules and regulations under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Registration Statement, including the base prospectus contained therein (the "Exchange Act"“Base Prospectus”) on was prepared by the Company in conformity with the requirements of the Securities Act and all applicable Rules and Regulations. One or before more prospectus supplements (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 conformity with the requirements of the Securities Act and all applicable Rules and Regulations and have been or will be filed with the Commission in the manner and time frame required by the Securities Act and the Rules and Regulations. Any amendment or supplement to the Registration Statement or Prospectus required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable to cause it to become effective date 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 date use of such the Base Prospectus, as the case may be; Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Revere or made available to Revere on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”). Any reference herein to the Registration Statement, the Prospectus, or 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 under the Securities Act, 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 filing after the execution hereof of any document under with the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference therein. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Securities, the time of sale of such Securities pursuant to this Agreement.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 265981) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 183916) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement 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 prior 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of delivery filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to purchase up to 2,250,000 additional shares to cover over-allotments. The prospectus in the form in which it appeared in the Original Registration Statement is 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 payment for the Bonds offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 211374) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriters. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“▇▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has filed filed, 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration under the Securities Act of 1933 (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 statement and any such amendments have become effective. A prospectus supplement relating to the Bonds235730), including a prospectus 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 (togethercollectively, the "Prospectus"“Exchange Act”), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment has prepared a prospectus supplement to the base prospectus included as part of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior specifically relating to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof Shares (the "Closing Date"“Prospectus Supplement”). The Company has furnished to the Agents, except with your approval. Such for use by Agents, copies of the prospectus included as part of such registration statement, including financial statements and exhibitsas supplemented by the Prospectus Supplement, at relating to the time Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, is hereinafter called the Registration Statement. Any including all documents filed as part thereof or incorporated by reference therein, and including any information contained in this Agreement to the a Prospectus (as amended or supplemented shall include, without limitation, any prospectus defined below) subsequently filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) (a “Rule 462(b) Registration Statement”) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which amends 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 (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or supplements (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 Registration Statement or Statement, the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectustherein, as the case may be; 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 filing after the execution hereof of any document under with the Exchange Act after the effective date Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or the date of to any Prospectus, as the case may be, and amendment or supplement thereto shall be deemed to be incorporated therein by referenceinclude any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“▇▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 160182) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one or more been required to the date of this Agreement. Such registration 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 one 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-1 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by Rule 430B under the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriters. Such registration statementprospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus as filed, including financial statements and exhibits, at together with the time it became effectiveBase Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red h▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, the Final Prospectus or the a 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 S-1 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 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 (“E▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (File No. 333-05689203976), for which contains a base prospectus (the “Base Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1933 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities “Exchange Act"”) is called the “Registration Statement.” Any preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof and is used prior to filing of the Bonds (including Prospectus is called, together with the Base Prospectus, a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus supplement relating to the BondsShares, including a prospectus (togethertogether with the Base Prospectus, the "Prospectus"), has been prepared and will be that is first filed pursuant to Rule 424 424(b) 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 Act after the date of this Agreement and prior to the date and time that this Agreement is executed and delivered by the parties hereto. If the Company files another registration statement with the Commission to register a portion of delivery the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-203976) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and payment for “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Bonds Company or used or referred to by the Company in Section 3 hereof connection with the offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information and the Issuer Free Writing Prospectuses, if any, each identified in Schedule III hereto. “Time of Sale” shall mean 5:45 p.m. (New York City time) on the "Closing Date"), except with your approvaldate hereof. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus as amended or supplemented shall includethe Time of Sale Information, without limitation, or any prospectus filed with the Commission pursuant amendments or supplements to Rule 424 any of the Commission under the Securities Act which amends or supplements the Prospectus. Any reference herein to the Registration Statement or the Prospectus foregoing, 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 of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.refer

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the "“Commission"”) Registration Statement No. 333-05689, for the registration under the Securities Act of 1933 (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 statement and any such amendments have become effective. A prospectus supplement relating to the Bondson Form S-3, including a prospectus base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and that 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 (togethercollectively, the "Prospectus"“Exchange Act”), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment has prepared a prospectus supplement to the base prospectus included as part of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior specifically relating to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof Shares (the "Closing Date"“Prospectus Supplement”). The Company has furnished or will furnish to the Agent, except for use by Agent in connection with your approval. Such the offering of the Shares, copies of the prospectus included as part of such registration statement, including financial statements and exhibitsas supplemented by the Prospectus Supplement. Except where the context otherwise requires, at the time such registration statement, as amended when it became effective, is hereinafter called the Registration Statement. Any including all documents filed as part thereof or incorporated by reference therein, including any information contained in this Agreement to the a Prospectus as amended or supplemented shall include, without limitation, any prospectus subsequently filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act and including any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which amends 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 (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or supplements (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 Registration Statement or Statement, the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectustherein, as the case may be; 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 filing after the execution hereof of any document under with the Exchange Act after the effective date Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the date of any ProspectusCommission pursuant the Electronic Data Gathering, as the case may beAnalysis, and deemed to be incorporated therein by referenceRetrieval system (“▇▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 230516) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 253781) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, date of this Agreement. Such registration statement is an “automatic shelf registration statement” as defined in Rule 405 under the "Prospectus"), has been prepared Securities Act and will be filed pursuant to became effective upon filing in accordance with Rule 424 462(e) under the Securities Act. The Company will not file any other amendment Each part of such registration statement statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or such included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” 1 Plus an option to purchase up to 525,000 additional shares. The prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the "“Commission"”) Registration Statement Noa registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock and the Shares, to be issued from time to time by the Company, and which incorporates or will incorporate by reference therein 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 (collectively, the “Exchange Act”). 333-05689The Company has furnished or will furnish to the Agent, for use by the registration under the Securities Act of 1933 (the "Securities Act") Agent, copies of the Bonds (including base prospectus included as part of such registration statement, as it may be supplemented by a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement supplement, relating to the BondsShares. Except where the context otherwise requires, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time as amended when it became becomes effective, is hereinafter called the Registration Statement. Any including all US-DOCS\95271282.8 documents filed as part thereof or incorporated by reference therein, and including any information contained in this Agreement to the a Prospectus (as amended or supplemented shall include, without limitation, any prospectus defined below) subsequently filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, and including any registration statement filed to register Shares pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b)Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated by reference therein, included in the Registration Statement, as it may be supplemented by a prospectus supplement, in the form in which amends 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) relating to the Shares, if any, that (i) is required to be filed by the Company with the Commission or supplements (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act, 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) under the Securities Act, is herein called the “Prospectus. .” Any reference herein to the Registration Statement or Statement, the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectustherein, as the case may be; 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 filing after the date hereof of any document under with the Exchange Act after the effective date of Commission deemed to be incorporated by reference therein. All references herein to the Registration Statement, the Prospectus or the date of to any Prospectus, as the case may be, and amendment or supplement thereto shall be deemed to be incorporated therein by referenceinclude any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“▇▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 229145) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof (the "Closing Date")following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, except the Company will prepare and file with your approvalthe 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 registration statementfinal prospectus supplement, including financial statements and exhibitstogether with the Base Prospectus, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated by reference therein or otherwise deemed by referencethe Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company requirements for the use of Form SF-3 under the Securities Act of 1933, as amended (the “Securities Act”), including the Registrant Requirements set forth in General Instruction I.A. of Form SF-3 and the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, have been satisfied as of any date required by the rules or regulations under the Securities Act. Citibank has filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement (Registration Statement No. 333-05689208054) on such Form, including a form of prospectus, for the registration under the Securities Act of 1933 (the "Securities Act"offering and sale of the Notes. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. Citibank has filed with the Commission, pursuant to Rule 424(h) of the Bonds (including Securities Act, a preliminary prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement relating to the BondsNotes, including which has previously been furnished to the Representative. Citibank will file with the Commission a final prospectus (together, relating to the "Prospectus"), has been prepared and will be filed pursuant to Notes in accordance with Rule 424 424(b) under the Securities Act. The Company As filed, such final prospectus will not file any other amendment of such registration statement or such prospectus or any supplement include all information required to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. 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 be included therein by the Securities Act which amends or supplements and the Prospectus. Any reference herein to the 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 of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" rules thereunder with respect to the Notes and the offering thereof and, except to the extent the Underwriters agree in writing to a modification, will be in all substantive respects in the form furnished to the Representative before the Pricing Time or, to the extent not completed at the Pricing Time, will contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus that has previously been furnished to the Representative) as Citibank has advised the Underwriters, before the Pricing Time, will be included or made therein. If the Registration Statement or contains the Prospectus shall be deemed to refer to and include the filing undertakings specified by item 512(a) of any document under the Exchange Act after the effective date of Regulation S-K, the Registration Statement, or at the date of any ProspectusPricing Time, as meets the case may be, and deemed to be incorporated therein by referencerequirements set forth in Rule 415(a)(1)(x).

Registration Statement and Prospectus. (i) The Company has filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 171197) under the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and the rules and regulations of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectusespost-effective amendments) and such registration statement and any such amendments have become effective. A prospectus supplement relating as may be required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalAgreement. Such registration statement, as amended (including financial statements and exhibitsany post-effective amendments), has been declared effective by the Commission. The registration statement as of its most recent effective date, including the information (if any) deemed to be part of the registration statement at the time it became effectiveof effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is hereinafter called referred to as the “Registration Statement”, and the related base prospectus dated February 7, 2011, and filed as part of the Registration Statement. Any reference in this Agreement to the Prospectus , together with any amendments or supplements thereto 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 which amends or supplements the Prospectus. Any reference herein to the 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 of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act after the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic Prospectus.” “Prospectus Supplement” means the final prospectus supplement, relating to the Securities, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date hereof, in the form furnished by the Company to the Underwriter in connection with the offering of any the Securities. Except where the context otherwise requires, “Prospectus” means the Basic Prospectus, as supplemented by the case may beProspectus Supplement. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. “Permitted Free Writing Prospectuses” means the documents listed on Schedule I hereto. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus Supplement” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement”, “amendment”, and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein by reference(the “Incorporated Documents”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 168854) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus supplement or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included or supplemental prospectuses) incorporated by reference therein by the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalRegistration Statement. Such registration statementprospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, including financial statements and exhibits, at along with the time it became effectiveBase Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus.” On or supplements prior to the Closing Date (as defined below), the Company will complete a series of transactions (the “Reverse Stock Split”) as described in the Time of Sale Disclosure Package (as defined below) and the Prospectus. Any reference herein For purposes of this Agreement, all references to the Registration Statement 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. 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 refer to mean and include any document filed by the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed Company under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated therein by referencereference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. (a) The Company meets the requirements for use of Form S-3 under the Securities Act and has filed with the Securities and Exchange Commission SEC a registration statement on such Form (the "Commission") Registration Statement File No. 333-05689166988), which became effective as of June 7, 2010 and meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule for the registration under the Securities Act of 1933 (the "Securities Act") of Shares and, to the Bonds (including extent necessary, will file a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such related registration statement and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 462(b) under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement Act to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalregister additional Shares. Such registration statement, including financial statements any additional registration statement filed pursuant to Rule 462(b) and exhibitsany exhibits thereto, as amended at the time it became effectivedate of this Agreement, is hereinafter called the “Registration Statement. Any reference in this Agreement .” The Company will file with the SEC pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the SEC promulgated thereunder, a supplement to the Prospectus as amended or supplemented shall include, without limitation, any form of prospectus filed with the Commission SEC on May 20, 2010 and related to the Registration Statement, relating to the offer to sell and proposed sale of the Shares and the plan of distribution thereof. Such prospectus in the form filed with the SEC on May 20, 2010, is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the SEC pursuant to Rule 424 of 424(b) (including the Commission under Base Prospectus as so supplemented) is hereinafter called the Securities Act which amends or supplements the Prospectus. “Prospectus Supplement.” Any reference herein to the Registration Statement Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of this Agreement, or the issue date of the Registration Statement Base Prospectus or the date of such ProspectusProspectus Supplement, as the case may be; and any reference herein to the terms "“amend", ",” “amendment" ” or "“supplement" ” with respect to the Registration Statement Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of this Agreement, or the issue date of the Registration Statement, Base Prospectus or the date of any ProspectusProspectus Supplement, as the case may be, and deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (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 Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the SEC. (b) The Registration Statement (and any further documents to be filed with the SEC) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied, or will comply, in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and the Prospectus Supplement, each as of its respective date, comply or will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the SEC, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations and none of such Incorporated Documents, when they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the SEC, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representations or warranties as to information, if any, contained in or omitted from the Prospectus Supplement or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Purchaser specifically for use in the Registration Statement or the Prospectus Supplement. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the SEC, other than relating to an increase in the number of shares offered hereby. There are no documents required to be filed with the SEC in connection with the transaction contemplated hereby that have not been filed as required pursuant to the Securities Act or will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (c) The Company has delivered, or will as promptly as practicable deliver, to the Purchaser complete conformed copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and the Base Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Purchaser reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing, any offering material in connection with the offering and sale of the Stock other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 224057) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission promulgated thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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 at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Securities to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement relating to the Securities in Section 3 hereof (the "Closing Date"), except with your approvalform heretofore delivered to the Underwriter. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“▇▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by reference.the Rules and Regulations to be a part thereof. As used in this Agreement:

Registration Statement and Prospectus. [The Company has filed with the Securities and Exchange Commission Commission, and there has become effective, a registration statement on Form S-3, including a prospectus, relating to the securities (as such term is defined on Schedule I hereto). Such Registration Statement, as amended, and including the "Commission") Registration Statement No. 333-05689, for the registration information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933 1933, as amended (the "Securities 1933 Act") ), and the documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the "Registration Statement"; [the related preliminary prospectus dated , including the documents ------------ incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus 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 Company has provided copies of the Bonds Registration Statement [,the preliminary prospectus] and the Prospectus to the Remarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the 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 remarketing memorandum (including a prospectus relating thereto) and may have filed one the documents incorporated or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement relating deemed to the Bondsbe incorporated by reference therein, including a prospectus (together[and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act]. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior hereby consents to the date use of the Prospectus [and time the preliminary prospectus] in connection with the remarketing of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalSecurities]. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference All references 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 which amends amendments or supplements the Prospectus. Any reference herein to the [Registration Statement 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 mean and include the filing of any document under the Securities Exchange Act after of 1934, as amended (the effective date of "1934 Act"), which is incorporated or deemed to be incorporated by reference in the Registration StatementStatement [, the preliminary prospectus] or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 217122) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission promulgated thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Securities to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement relating to the Securities in Section 3 hereof (the "Closing Date"), except with your approvalform heretofore delivered to the Underwriters. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“▇▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by reference.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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 198113) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement (including post-effective amendments) as may have been required to the date of this Agreement. Such registration 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), the exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act 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 BondsRules and Regulations, including a prospectus 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 (together, the "Prospectus"“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 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 “Base Prospectus.” The Company has been prepared and will be filed or proposes to file with the Commission pursuant to Rule 424 under the Securities ActAct a preliminary prospectus supplement relating to the Shares (the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to the Shares (the “Final Prospectus Supplement”). The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after Final Prospectus Supplement together with the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, Base Prospectus is hereinafter called the Registration Statement. “Final Prospectus.” The Final Prospectus together with the Preliminary Prospectus Supplement is hereinafter called the “Prospectus.” Any reference in this Agreement herein to the Base Prospectus, the Preliminary Prospectus as amended Supplement, the Final Prospectus Supplement, the Final Prospectus or supplemented a Prospectus shall include, without limitation, any prospectus filed with be deemed to include the Commission documents incorporated by reference therein pursuant to Rule 424 of the Commission under the Securities Act which amends or supplements the ProspectusRules and Regulations. Any reference herein to the Registration Statement Base Prospectus, the Final Prospectus or the a 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 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 or any successor 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 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 168312) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement 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 prior 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of delivery filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Includes 1,237,500 shares of common stock that may be purchased by the underwriters pursuant to an overallotment option. The prospectus in the form in which it appeared in the Original Registration Statement is 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 payment for the Bonds offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 195508) under the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and the rules and regulations of the Bonds Commission thereunder (the “Rules and Regulations”), and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) as may have been required to the date of this Underwriting Agreement (the “Agreement”) and may have filed one a preliminary prospectus supplement or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and 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 amendments have become effectiveRule 462 Registration Statement. A The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus.” Such Base Prospectus, along with any final prospectus supplement relating to the Bonds, including a prospectus (together, Securities filed with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities Act. The Company will not file , 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 other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to changes contained in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. 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 by the Company with the consent of the Commission under the Securities Act which amends or supplements the Prospectus. Any reference herein to the 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 of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act 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 ▇▇▇▇▇▇▇,” in the form in which 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 a “Prospectus.” The Company has also prepared and filed with the British Columbia Securities Commission (the “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 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 date Prospectus shall be deemed to mean and include the subsequent filing of any Prospectusdocument under the Securities Exchange Act of 1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 169464) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement 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 prior 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of delivery filing of and payment for the Bonds referred to in Section 3 hereof (Rule 462(b) Registration Statement, the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at term “Registration Statement” shall include the time it became effective, is hereinafter called the Rule 462(b) Registration Statement. Any reference The prospectus in the form in which it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement 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 prospectus (including the Base Prospectus as amended or supplemented shall includeso supplemented), without limitation, any prospectus in the form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement 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 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 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 (“E▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference therein or otherwise deemed by the Rules and Regulations to be a part thereof. ________________________________ 1 Plus an option to purchase up to 825,000 additional shares to cover over-allotments.

Registration Statement and Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the "“Commission"”) Registration Statement a shelf registration statement on Form S-3 (File No. 333-05689, for the registration 164655) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments (including post effective amendments) as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalwill file such amendments thereto as may be required. Such registration statement, as amended (including financial statements and exhibitsany 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.” 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 Company is filing with the Commission pursuant to Rule 430B and Rule 424 under the Securities Act a final prospectus relating to the Shares and supplementing the base prospectus, dated April 22, 2010, included in the Registration Statement, in the form heretofore delivered to the Underwriters. Such base prospectus in the form in which it became effectiveappears 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 Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, the Final Prospectus or the a 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has and the Guarantors have prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689135135), for including the registration related preliminary prospectus or prospectus, under the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), for the registration of the Bonds Securities, the Underlying Securities and other securities of the Company, and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission promulgated under the Securities Act (including a prospectus relating thereto) the “Rules and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such Regulations”). Such registration statement is an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to became effective upon filing in accordance with Rule 424 462(e) under the Securities Act. The Company will not file any other amendment of prospectus contained in such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effectiveeffective is referred to herein as the “Base Prospectus.” Such registration statement, is hereinafter called at any given time, including amendments thereto to such time, the Registration Statement. Any exhibits and any schedules thereto at such time, the documents incorporated by reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed with the Commission therein pursuant to Rule 424 Item 12 of the Commission Form S-3 under the Securities Act which amends at such time and the documents and information otherwise deemed to be a part thereof or supplements included therein by Rule 430B under the Rules and Regulations (the “Rules 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.” Each preliminary prospectus supplement to the Base Prospectus, together with the Base Prospectus, 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 and the Guarantors will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof, together with the Base Prospectus, in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations (“Rule 424(b)”). Such final prospectus supplement, together with the Base Prospectus, in the form first furnished to the Underwriters to confirm sales of the Securities at the time of the execution of this Agreement, is herein called the “Prospectus.” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Act or the Securities Exchange Act of 1934 as amended (the "“Exchange Act") on or before the effective date ”), as of the Registration Statement or 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 (“E▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the filing of any document under the Exchange Act after which is incorporated by reference in or otherwise deemed by the effective date Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 258725) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required as of the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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 "Commission"“Base Prospectus”) Registration Statement on Form F-3 (File No. 333-05689255911), for 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. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act of 1933 and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the "Securities Act"“Rule 430B Information”) as 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 time such registration statement became effective, is herein called the “Registration Statement.” Promptly after execution and any such amendments have become effective. A delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Bonds, including a prospectus (together, Securities and the "Prospectus"), has been prepared offering thereof in accordance with the provisions Rule 430B and will be filed pursuant to Rule 424 424(b) under the Securities Act. The Company will not file any other amendment Such final supplemental form of such registration statement or such prospectus or any supplement to such prospectus on or after (including the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 which were filed F-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Exchange Act after and which is deemed to be incorporated therein by reference or otherwise deemed by the 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 StatementStatement 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 Prospectusamendment or supplement thereto and as of the Closing Date, as the case may be, and deemed the Prospectus will not contain any untrue statement of a material fact or omit to be incorporated therein by referencestate 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. (a) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-1 (File No. 333-05689, for the registration 201340) under the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), and the rules and regulations of the Bonds Commission thereunder (including a prospectus relating thereto) the “Rules and may have filed one or more Regulations”), and such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Underwriting Agreement and prior to (this “Agreement”). Such registration statement has been declared effective by the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalCommission. Such registration statement, at any given time, including financial statements any amendments thereto to such time, the exhibits and any schedules thereto at such time, any documents (including exhibits) incorporated by reference therein 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 referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective, effective under the Securities Act is hereinafter called herein referred to as the “Original Registration Statement. Any reference in this Agreement .” (b) The Company proposes to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed file with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act a final prospectus relating to the Securities, in the form heretofore delivered to the Underwriters (the “Prospectus”). Any preliminary form of Prospectus which amends has been filed or supplements used prior to filing of the Prospectus is referred to herein as a “Preliminary Prospectus. .” Any reference herein to the 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 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement or Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the filing of any document under copy filed with the Exchange Act after the effective date of the Registration StatementCommission pursuant to its Electronic Data Gathering, or the date of any Prospectus, as the case may be, Analysis and deemed to be incorporated therein by referenceRetrieval System (“▇▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 161859) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement 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 prior 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of delivery filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to purchase up to 2,046,000 additional shares to cover over-allotments. The prospectus in the form in which it appeared in the Original Registration Statement is 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 payment for the Bonds offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 184741) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and pursuant to the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one or more been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities ActAct a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement. The Company will not file any other amendment form of prospectus included in the Registration Statement at the time it was declared effective by the Commission, as it may have been amended, modified, or supplemented and filed with the Commission after such registration statement or such prospectus or any supplement to such prospectus on or after the effective date of this Agreement and prior to the date and time of delivery of and payment for hereof pursuant to Rule 424(b) under the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time it became effectiveSecurities Act, is hereinafter called the Registration Statement. Any reference in this Agreement “Base Prospectus,” and such final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇” relating to the Prospectus as amended or supplemented Shares in the form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented), is hereinafter called a “Prospectus. Any reference herein .” For purposes of this Agreement, all references to the Registration Statement Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, any Prospectus and 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 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 any Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed any document under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated by reference therein or otherwise deemed by referencethe Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Trust and the Company has have prepared and filed with the Securities and Exchange Commission (the "Commission") Registration Statement No. 333-05689, for in accordance with the registration under provisions of the Securities Act of 1933 1933, as amended, and the rules and regulations of the Commission thereunder (collectively called 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 statement and any such amendments have become effective. A prospectus supplement relating to the Bondson Form S-3, including a prospectus prospectus, relating to, among other things, certain preferred securities of AES Trust I and II, certain junior subordinated debt and guarantees of preferred securities of AES Trust I and II (togethercollectively, the "ProspectusShelf Securities"). The Trust and the Company also have filed with, has been prepared and will be filed or propose to file with, the Commission pursuant to Rule 424 under the Securities ActAct a prospectus supplement specifically relating to the Securities. The Company will not file any other amendment of such registration statement or such prospectus or any supplement as amended to such prospectus on or after the date of this Agreement is hereinafter referred to as the "Base Registration Statement" and prior any registration statement filed pursuant to Rule 462(b) under the Securities Act relating to the date and time of delivery of and payment for the Bonds Securities is herein referred to in Section 3 hereof (as the "Closing DateAdditional Registration Statement"), except and, together with your approvalthe Base Registration Statement, the "Registration Statement". Such registration statement, including financial statements and exhibits, at The related prospectus covering the time it became effective, Shelf Securities in the form first used to confirm sales of the Securities is hereinafter called referred to as the Registration Statement"Basic Prospectus". The Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus". Any reference in this Agreement to the Prospectus as amended or supplemented shall includeRegistration Statement, without limitationthe Basic Prospectus, any prospectus preliminary form of Prospectus (a "preliminary prospectus") previously 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 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 under the Securities Act which were filed under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") on or before the effective date of the Registration Statement this Agreement or the date of such the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document documents filed under the Exchange Act after the effective date of the Registration Statementthis Agreement, or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, and which are deemed to be incorporated therein by referencereference therein.

Registration Statement and Prospectus. The Company will file or has filed filed, 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"”) Registration Statement No. 333-05689, for the registration under the Securities Act of 1933 (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 statement and any such amendments have become effective. A prospectus supplement relating to the Bondson Form S-3, including a prospectus 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 (togethercollectively, the "Prospectus"“Exchange Act”), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment has prepared a sales agreement prospectus included as part of such registration statement or such prospectus or any supplement specifically relating to such prospectus on or after the date offering of the Shares pursuant to this Agreement and prior (the “ATM Prospectus”). The Company has furnished to the date and time Agent, for use by Agent, copies of delivery of and payment for the Bonds referred ATM Prospectus relating to in Section 3 hereof (the "Closing Date")Shares. Except where the context otherwise requires, except with your approval. Such such registration statement, including financial statements and exhibits, at the time as amended when it became effective, is hereinafter called the Registration Statement. Any including all documents filed as part thereof or incorporated by reference therein, and including any information contained in this Agreement to the a Prospectus (as amended or supplemented shall include, without limitation, any prospectus defined below) subsequently filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by a prospectus supplement, in the form in which amends such ATM Prospectus and/or prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or supplements (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 Registration Statement or Statement, the Prospectus or 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 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectustherein, as the case may be; 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 filing after the execution hereof of any document under with the Exchange Act after the effective date Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or the date of to any Prospectus, as the case may be, and amendment or supplement thereto shall be deemed to be incorporated therein by referenceinclude any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 168447) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the rules and regulations (the “Rules and Regulations”) of the Bonds Commission thereunder, and such amendments to such registration statement (including a prospectus relating theretopost effective amendments) and as may have filed one been required to the date of this Agreement and a preliminary prospectus supplement or more “red ▇▇▇▇▇▇▇” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including amendments thereto (including one post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or more amended included therein by the Securities Act or supplemental prospectuses) otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement and pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any such amendments have become effective. A prospectus supplement relating reference herein to the Bonds, including a prospectus (together, term Registration Statement shall include such Rule 462 Registration Statement. The Company is filing with the "Prospectus"), has been prepared and will be filed Commission pursuant to Rule 424 under the Securities ActAct a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement. The Company will not file any other amendment form of such registration statement or such prospectus or any supplement to such prospectus on or after included in the date of this Agreement and prior to the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, Registration Statement at the time it became effectivewas declared effective is hereinafter called the “Base Prospectus,” and such final prospectus supplement, as filed, along with the Base Prospectus, is hereinafter called the Registration Statement. Any reference “Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or “red ▇▇▇▇▇▇▇,” in this Agreement to the Prospectus as amended or supplemented form in which they shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements (including the Base Prospectus as so supplemented) is hereinafter called a “Prospectus. Any reference herein .” For purposes of this Agreement, all references to the Registration Statement 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 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 refer to mean and include the documents incorporated by reference therein pursuant to Item 12 subsequent filing of Form S-3 which were filed any document under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus”), as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and that is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 206277) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required through the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 form of prospectus supplement (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 235329) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such amendments have become effective. A prospectus supplement relating 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 BondsRules and Regulations at such time, including a prospectus (together, is herein called the "Prospectus"), has been prepared and will be filed “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior relating to the date and time Shares to a form of delivery of and payment for prospectus included in the Bonds referred Registration Statement in the form heretofore delivered to in Section 3 hereof (the "Closing Date"), except with your approvalUnderwriter. Such registration statement, including financial statements and exhibits, at prospectus in the time form in which it became effective, appears in the Registration Statement is hereinafter called the Registration Statement. Any reference “Base Prospectus.” Such supplemental form of prospectus, in this Agreement to the Prospectus as amended or supplemented form in which it shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under the Securities Act which amends or supplements the Prospectus is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 Prospectusprospectus. For purposes of this Agreement, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect all references to the Registration Statement 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 (“E▇▇▇▇”). 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 refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by referencethe 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"”) Registration Statement in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules”), a registration statement on Form S-3 (File No. 333-05689217182), for including a base prospectus (the “Base Prospectus”), relating to, among other things, the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Act or the Securities Exchange Act of 1933 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities “Exchange Act"”) is called the “Registration Statement.” Any preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof and is used prior to the filing of the Bonds (including Prospectus is called, together with the Base Prospectus, a prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus supplement relating to the BondsShares, including a prospectus (togethertogether with the Base Prospectus, the "Prospectus"), has been prepared and will be that is first filed pursuant to Rule 424 424(b) 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 Act after the date of this Agreement and prior to the date and time that this Agreement is executed and delivered to the parties hereto. If the Company files another registration statement with the Commission to register a portion of delivery the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-217182) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and payment for “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Bonds Company or used or referred to by the Company in Section 3 hereof (connection with the "Closing Date")offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, except with your approvalif any, each identified in Schedule II hereto. Such registration statement, including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus as amended or supplemented shall includethe Time of Sale Information, without limitation, or any prospectus filed with the Commission pursuant amendments or supplements to Rule 424 any of the Commission under the Securities Act which amends or supplements the Prospectus. Any reference herein to the Registration Statement or the Prospectus foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein therein, and shall include any copy thereof filed with the Commission pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 its Electronic Data Gathering, Analysis and Retrieval System (the "Exchange Act") on or before the effective date of the Registration Statement or the date of such Prospectus, as the case may be; 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 filing of any document under the Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus, as the case may be, and deemed to be incorporated therein by reference“E▇▇▇▇”).

Registration Statement and Prospectus. A. The Offering is being made pursuant to (i) an effective Registration Statement on Form S-3 (No. 333-156449) (including the Base Prospectus contained therein dated January 27, 2009 (the “Base Prospectus”)) that has been prepared and filed by the Company has filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement No. 333-05689, for in conformity with the registration under requirements of the Securities Act of 1933 1933, as amended (the "“Securities Act"”) and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission relating to Securities of the Bonds (including a prospectus relating thereto) and Company that may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement relating be sold from time to time by the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Company in accordance with Rule 424 under 415 of the Securities Act. The Company will not file any other amendment of , and such registration statement or such prospectus or any supplement amendments thereof as may have been required to such prospectus on or after the date of this Agreement (ii) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act), that have been or will be filed with the Commission and delivered to the Investors on or prior to the date hereof and time (iii) a prospectus supplement to be dated the date hereof, containing certain supplemental information regarding the Securities, the Company and the terms of delivery of the offering that will be filed with the Commission (the “Prospectus Supplement”). Collectively, the Base Prospectus and payment for the Bonds Prospectus Supplement shall be referred to as the “Prospectus Documents.” B. The term “Registration Statement” as used in Section 3 hereof (this Agreement means the "Closing Date"), except with your approval. Such registration statement, including financial statements and all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time it became effective, is hereinafter called of effectiveness pursuant to Rule 430B of the Registration StatementRules and Regulations. Any reference in this Agreement to the Registration Statement, the Base 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 which amends or supplements the Prospectus. Any reference herein to the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") ”), on or before the effective date of this Agreement, or the issue date of the Registration Statement Base Prospectus or the date of such ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms "“amend", ",” “amendment" ” or "“supplement" ” with respect to the Registration Statement Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of this Agreement, or the issue date of the Registration Statement, Base Prospectus or the date of any ProspectusProspectus Supplement, as the case may be, and deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 217989) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or “Act”), and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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. 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 141454) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”) of and the Bonds published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, including a base prospectus relating thereto) and may have filed one or more amendments thereto (including one or more amended or supplemental prospectuses) and such registration statement and any such amendments have become effective. A prospectus supplement relating to the BondsShares (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. Such registration statement, at any given time, including a prospectus (togetheramendments thereto to such time, the "Prospectus"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”), has been prepared and will then any reference herein to the Registration Statement shall also be filed 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 “Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior Base Prospectus relating to the date and time of delivery of and payment for Shares, the Bonds referred to form in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time which it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under Prospectus (including the Securities Act which amends or supplements the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus. .” Any reference herein to the Registration Statement 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 which were filed under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") ”), on or before the last to occur of the time the Registration Statement become effective with respect to the Placement Agents pursuant to Rule 430B under the Securities Act (the “Effective Time”), the date of the Registration Statement Preliminary Prospectus, or the date of such the Prospectus, as the case may be; and any reference herein to the terms "“amend", ",” “amendment" ,” or "“supplement" ” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective Effective Time, the date of the Registration Statement, such Preliminary Prospectus or the date of any the Prospectus, as the case may be, which is incorporated by reference and deemed to be incorporated therein by reference(ii) any such document so filed.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 133729) under the Securities Act of 1933 1933, as amended, and the rules and regulations (the "Securities Act"“Rules and Regulations”) of the Bonds Commission thereunder (including a prospectus relating thereto) collectively, the “Securities Act”), and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and to such registration statement and any such amendments as may have become effective. A prospectus supplement relating been required to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus on or after the date of this Agreement and prior to Agreement. Such registration statement has been declared effective by the date and time of delivery of and payment for the Bonds referred to in Section 3 hereof (the "Closing Date"), except with your approvalCommission. Such registration statement, at any given time, including financial statements amendments thereto at such time, the exhibits and exhibitsany schedules thereto at such time, at the time it became effective, is hereinafter called the Registration Statement. 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 which amends or supplements the Prospectus. Any reference herein to the 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 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 Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of 1934 (filing of the "Exchange Act"Rule 462(b) on or before Registration Statement, the effective date term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement relating to the Shares in the form heretofore delivered to the Placement 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 has been most recently filed with the 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 any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectusprospectus, as and, in the case may be; and of any reference herein to the terms "amend"Prospectus, "amendment" also shall be deemed to include any documents incorporated by reference therein, and any supplements or "supplement" amendments thereto, filed with respect 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 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 (“E▇▇▇▇”). Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the filing 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 such amendment that is incorporated by reference 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 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 date under the Securities Act. No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the date Prospectus or the effectiveness of any Prospectusthe Registration Statement, as has been issued by the case may beCommission, and deemed no proceedings for such purpose have been instituted or are pending or, to be incorporated therein the Company’s knowledge, are contemplated or threatened by referencethe Commission.

Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 255786) under the Securities Act of 1933 1933, as amended (the "“Securities Act"” or the “Act”) and the rules and regulations (the “Rules and Regulations”) of the Bonds (including a prospectus relating thereto) Commission thereunder, and may have filed one or more such amendments thereto (including one or more amended or supplemental prospectuses) and 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. Each part of such registration statement, including the amendments, exhibits and any such amendments have become effective. A prospectus supplement relating schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the BondsRules and Regulations, including a prospectus (togetheras of the time the Registration Statement became effective, is herein called the "Prospectus"), has been prepared and will be “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 424 462(b) under the Securities ActAct is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company will not file any other amendment of such registration statement or such prospectus or any supplement to such prospectus in the form in which it has most recently been filed with the Commission on or after prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the date and time filing of delivery of and payment for the Bonds final prospectus supplement referred to in Section 3 hereof 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 prospectus (including the "Closing Date"Base Prospectus as so supplemented), except with your approval. Such registration statement, including financial statements and exhibits, at in the time it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus form filed with the Commission pursuant to Rule 424 of 424(b) is herein called the Commission under the Securities Act which amends or supplements the “Prospectus. .” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 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 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 (“▇▇▇▇▇”). 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be, “Exchange Act”) and which is deemed to be incorporated therein by referencereference 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"”) Registration Statement a registration statement on Form S-3 (File No. 333-05689, for the registration 160791) under the Securities Act of 1933 1933, as amended (the "“Securities Act") of the Bonds (including a prospectus relating thereto”) and may have filed one or more amendments thereto the published rules and regulations thereunder (including one or more amended or supplemental prospectusesthe “Rules and Regulations”) and such registration statement and any such amendments have become effective. A prospectus supplement relating to adopted by the BondsCommission, including a base prospectus relating thereto (togetherthe “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. Such registration statement, at any given time, including amendments thereto to such time, the "Prospectus"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”), has been prepared and will then any reference herein to the Registration Statement shall also be filed 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 “Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such Act a final prospectus or any supplement to such prospectus on or after the date of this Agreement and prior Base Prospectus relating to the date and time of delivery of and payment for Units, the Bonds referred to form in Section 3 hereof (the "Closing Date"), except with your approval. Such registration statement, including financial statements and exhibits, at the time which it became effective, is hereinafter called the Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus be filed with the Commission pursuant to Rule 424 424(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 Commission under Prospectus (including the Securities Act which amends or supplements the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus. Any .” Unless otherwise stated herein, any reference herein to the Registration Statement 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 which were filed under the Securities Exchange Act of 1934 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 Registration Statement Preliminary Prospectus (if any), or the date of such the Prospectus, as the case may be; and any reference herein to the terms "“amend", ",” “amendment" ,” or "“supplement" ” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document filed under the Exchange Act after the effective Effective Time, the date of the Registration Statement, such Preliminary Prospectus or the date of any the Prospectus, as the case may be, and deemed to be which is incorporated therein by reference.

Registration Statement and Prospectus. The Company has filed prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules and Regulations”), with the United States Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form F-3 (File No. 333-05689, for the registration under the Securities Act of 1933 (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 prospectuses189650) and such registration statement and any such amendments have become effective. A prospectus supplement relating to the Bonds, including a prospectus (together, the "Prospectus"), has been prepared and will be filed pursuant to Rule 424 under the Securities Act. The Company will not file any other amendment of such registration statement or such prospectus or (including any supplement pre-effective amendments and post-effective amendments) as may have been required prior to such prospectus on or after and as of the date of this Agreement (the “Base Registration Statement”) and prior a preliminary prospectus supplement pursuant to Rule 424(b) under the Securities Act (a “Preliminary Prospectus”), relating to the date Offered Securities. The Base Registration Statement and time of delivery of and payment for any post-effective amendment thereto, each in the Bonds referred form theretofore delivered to the Placement Agent, have been declared effective by the Commission in Section 3 hereof (the "Closing Date"), except with your approvalsuch form. Such registration statementBase Registration Statement, including financial statements any post-effective amendment thereto at such time, the exhibits and exhibitsany schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form 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, in each case as amended at the time such part of the Base Registration Statement became effective, is hereinafter are herein collectively called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. Any reference in this Agreement to the Prospectus as amended or supplemented shall include, without limitation, any prospectus filed The Company is filing with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act which amends or supplements a final prospectus supplement to the Registration Statement that relates to the Offered Securities. The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus. ,” and such final prospectus supplement as filed 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) are hereinafter called a “Prospectus.” Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 6 of Form S-3 which were filed F-3 under the Securities Exchange Act as of 1934 (the "Exchange Act") on or before the effective date of the respective Prospectuses. For purposes of this Agreement, all references to the Registration Statement 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 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 date 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 any reference herein all references in this Agreement to the terms "amend", "amendment" amendments or "supplement" with respect supplements to the Registration Statement Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the effective date of the Registration Statement, or the date of any Prospectus1934, as amended (the case may be“Exchange Act”), and that is deemed to be incorporated therein by referencereference 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 filed filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the "“Commission"”) Registration Statement a registration statement on Form F-3 (File No. 333-05689, for the registration under the Securities Act of 1933 (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 statement and any such amendments have become effective. A prospectus supplement relating to the Bonds213007), including a prospectus 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 1934, as amended (together, the "Prospectus"“Exchange Act”), and the rules and regulations thereunder. The Company has been prepared and will be filed pursuant a prospectus or a prospectus supplement to Rule 424 under the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Securities Act(the “Prospectus Supplement”). The Company will not file any other amendment furnish to the Placement Agent, for use by the Placement Agent, copies of the prospectus included as part of such registration statement or such prospectus or any supplement to such prospectus on or after statement, as supplemented, by the date of this Agreement and prior Prospectus Supplement, relating to the date and time of delivery of and payment for Securities. Except where the Bonds referred to in Section 3 hereof (the "Closing Date"context otherwise requires, such registration statement(s), except with your approval. Such registration statementincluding all documents filed as part thereof or incorporated by reference therein, and including financial statements and exhibits, at the time it became effective, is hereinafter called the Registration Statement. Any reference any information contained in this Agreement to the a Prospectus (as amended or supplemented shall include, without limitation, any prospectus defined below) subsequently filed with the Commission pursuant to Rule 424 of the Commission 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which amends such prospectus or supplements prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus. .” Any reference herein to the Registration Statement Statement, any Prospectus Supplement, Prospectus or the any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before “Incorporated Documents”), including, unless the effective date of context otherwise requires, the Registration Statement or the date of documents, if any, filed as exhibits to such Prospectus, as the case may be; and any Incorporated Documents. Any reference herein to the terms "“amend", ",” “amendment" ” or "“supplement" ” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of any the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “▇▇▇▇▇”).