Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf Securities have been and remain eligible for registration statement” (as defined in Rule 405) and remains effectiveby the Company on Form S-3. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the ADS Registration Statement has become effective Commission under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act Regulations has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (request, if any) , from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, at the time it was filed, complied and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commissionas of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statement any post-effective amendment and supplement thereto has become effective under the 1933 Act. No Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each Any request (if any) from on the part of the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have information has been filedcomplied with. Each of the Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statementany post-effective amendment and supplement thereto, at the time of its effectivenessit became effective, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, at the Closing Time Date and any at each Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Securities Act Regulations and each preliminary prospectus included in the General Disclosure Package and the Prospectus delivered to the Underwriters for use in connection with this offering of Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. T of the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration StatementProspectus, any preliminary prospectus and the Prospectusany supplement thereto or prospectus wrapper prepared in connection therewith, when they became effective or at their respective times of issuance and at the time they were or hereafter are filed with the CommissionClosing Date, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and any applicable laws or regulations of foreign jurisdictions in which the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effectiveProspectus and any such preliminary prospectus, as provided amended or supplemented, if applicable, are distributed in Section 12 connection with the offer and sale of the 1934 ActReserved Shares.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects at the time it became effective with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement thereto or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (request, if any) , from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at their respective issue dates, the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any each Date of Delivery Delivery, if any, complied and will comply comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering of the Securities was or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 Securities have been duly registered under the 1933 Act. The , pursuant to the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectiveStatement. Each of the Registration Statement Statement, any amendment thereto and the ADS any Rule 462(b) Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or the ADS any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and any amendment or supplement thereto no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Fund or the Advisers, are contemplated. The Company has Fund and the Advisers, as applicable, have complied with each request (if any) from the Commission for additional information. No At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments to amendment thereto became effective and at the Registration Statement or Closing Time (and, if any Option Securities are purchased, at the ADS Registration Statement have been filed. Each Date of Delivery), the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2462(b) under the 1933 Act RegulationsRegistration Statement, the Applicable Time, the Closing Time notification on Form N-8A and any Date of Delivery, amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations. Each preliminary prospectusprospectus and the preliminary prospectus or Prospectus, as the Prospectus and case may be, filed as part of the effective Registration Statement or as part of any amendment or supplement thereto, at or filed pursuant to Rule 497 under the time each was 1933 Act, complied as to form when so filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Rules and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference If a Rule 462(b) Registration Statement is required in connection with the Registration Statementoffering and sale of the Securities, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective Fund has complied or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission Rule 111 under the 1934 1933 Act (Regulations relating to the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 payment of the 1934 Actfiling fees therefor.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters Sales Agent pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters Sales Agent for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, it became effective and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any the Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any the Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act Act, and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and (C) at the date hereof, the Company met and meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects at the time it became effective with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement thereto or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 the Registration Statement under the 1933 Act. The Act and the issuance and sale of the Securities by the Company in the offering is not subject to any limitations regarding eligibility to make sales under the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivebased on the Company’s public float. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, Commission and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities and the Underwritten Forward Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Securities were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405405 of the Securities Act) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. The Registration Statement and was automatically deemed effective upon filing with the ADS Registration Statement has become effective under the 1933 ActCommission on May 27, 2020. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional information. No post-effective amendments any notice objecting to the Registration Statement or use of the ADS Registration Statement have been filedshelf registration statement form. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters Manager or Forward Seller, as applicable, for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. (i) The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become effective under the 1933 Act. No effective; no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or such purpose are pending orbefore, or to the knowledge of the Company’s knowledge, contemplated. The Company has complied threatened by the Commission; (ii) the Registration Statement, as of the Effective Date, did not contain, 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; (iii) the Registration Statement, as of the Effective Date, the Preliminary Prospectus, as of its date, and the Time of Sale Information, as of the Time of Sale (which shall be defined to be 6:15 p.m. New York City time on the date hereof), complied, and the Prospectus, as of the date of the final prospectus supplement specifically relating to the Securities, and as amended or supplemented on or prior to the Closing Date, if applicable, will comply, in all material respects with each request (if any) from the Securities Act and the applicable rules and regulations of the Commission for additional information. No post-effective amendments thereunder, (iii) the Time of Sale Information, as of the Time of Sale, did not, and at the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iv) the Prospectus, as amended or supplemented, if applicable, as of the date of the final prospectus supplement specifically relating to the Registration Statement Securities and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the ADS Registration Statement have been filed. Each statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein or (B) that part of the Registration Statement that constitutes the Form T-1. As of the respective date of each and on the Closing Date, the Preliminary Prospectus conforms in all material respects to the Canadian Preliminary Prospectus, and the ADS Registration StatementProspectus, at the time of its effectivenessas amended or supplemented, each deemed effective date with respect if applicable, will conform in all material respects to the Underwriters pursuant to Rule 430B(f)(2) under Canadian Prospectus, as amended or supplemented, if applicable, in each case except for such deletions therefrom and additions thereto as are permitted or required by Form F-10, and the 1933 Act Regulations, applicable rules and regulations of the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply Commission. The Form F-X conforms in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Securities Act and the rules and regulations of the Commission under the 1934 Act (Securities Act. No statement of material fact included in the “1934 Act Regulations”). The 1934 Act Registration Statement Canadian Prospectus or the Prospectus has become effective, as provided been omitted from the Time of Sale Information and no statement of material fact included in Section 12 the Time of Sale Information that is required to be included in the 1934 ActCanadian Prospectus or the Prospectus has been omitted therefrom.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of using Form F-3 S-3 under the 1933 ActSecurities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of Statement, including any amendments thereto filed prior to the Registration Statement and Applicable Time, was declared effective by the ADS Registration Statement has become effective under the 1933 ActCommission on March 27, 2015. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional information. No post-effective amendments any notice objecting to the Registration Statement or use of the ADS Registration Statement have been filedshelf registration statement form. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters Manager pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters Manager for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form F-3 S-3 (File No. 333-252569) under the Securities Act of 1933, as amended (the “1933 Act. The Registration Statement is an ”), and the rules and regulations of the Commission thereunder (the “automatic 1933 Act Regulations”), which shelf registration statement was declared effective by the Commission and the Shares have been registered by the Company on such registration statement. Such registration statement, including all amendments and exhibits thereto and the documents and information incorporated by reference therein is referred to as the “Registration Statement.” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto (as defined below) has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date, including information deemed to be part of the Registration Statement at the effective date pursuant to Rule 430B of the 1933 Act Regulations with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of DeliveryUnderwriters, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was was, and the Prospectus will be, virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (collectively, the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s and the Guarantors’ knowledge, contemplated. The Company has Parent and the Guarantors have complied with each request (if any) from the Commission for additional information. No postThe Company is a well-effective amendments known seasoned issuer (as defined in Rule 405 under the 0000 Xxx) eligible to use the Registration Statement or as an automatic shelf registration statement, and the ADS Company has not received notice that the Commission objects to the use of the Registration Statement have been filedas an automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary free writing prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Partnership, contemplated. The Company Partnership has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Deliveryit became effective, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations Regulations. Each document, if any, filed pursuant to the Exchange Act and each incorporated by reference in the Time of Sale Prospectus or the Prospectus complied when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXElectronic Data Gathering, Analysis and Retrieval system or any successor system, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Securities Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS The Registration Statement has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, Time and the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, Time and the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Securities Act Regulations and each preliminary prospectus and the Prospectus prospectus, if any, delivered to the Underwriters for use in connection with this offering was and the Prospectus will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the Commission under the 1934 Exchange Act (the “1934 Exchange Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Securities Act. The Registration Statement is an “automatic shelf Securities have been and remain eligible for registration by the Company on such registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Securities Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the Commission under the 1934 Exchange Act (the “1934 Exchange Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company WFSRC meets the requirements for use of Form F-3 S-3 under the 1933 Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-99297), including a base prospectus and a form of preliminary prospectus supplement relating to the offering of auto receivable backed notes, issued in series from time to time in accordance with Rule 415 under the Act. The Registration Statement is an “automatic shelf Such registration statement has been declared effective by the Commission. Such registration statement” , as amended at the Effective Date (as defined in Rule 405) hereinafter defined), including the exhibits thereto and remains effective. Each of any material incorporated by reference therein pursuant to the Registration Statement Act and the ADS Securities Exchange Act of 1934, as amended (the "Exchange Act"), is referred to as the "Registration Statement has become effective under Statement". As used herein, the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Actterm "Incorporated Documents", no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied when used with each request (if any) from the Commission for additional information. No post-effective amendments respect to the Registration Statement or as of any date, means the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration StatementStatement as of such date pursuant to Item 12 of Form S-3 or pursuant to a no-action letter of the Commission. If any post-effective amendment has been filed with respect to the Registration Statement prior to the execution and delivery of this Agreement, the ADS Registration Statement, any preliminary most recent such amendment has been declared effective by the Commission. The Seller will file a final base prospectus and a final prospectus supplement relating to the Prospectus, when they became effective or at Notes in accordance with Rules 415 and 424(b) under the time they were or hereafter are filed with Act. The Seller has included in the Commission, complied and will comply in Registration Statement all material respects with information required by the requirements of the 1934 Act and the rules thereunder to be included in the prospectus with respect to the Notes and regulations of the Commission offering thereof. As filed, the final prospectus and the final prospectus supplement shall include all required information, with respect to the Notes and the offering thereof, and shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time (as hereinafter defined) or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest preliminary base prospectus and preliminary prospectus supplement, if any, that have been previously furnished to the Representative) as the Seller has advised the Representative, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the 1934 Act (Act. "Rule 415", "Rule 424" and "Regulation S-K" refer to such rules or regulations under the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405A) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments . (B) The Company meets the requirements for the use of, and has prepared and filed with the Commission the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (C) At the time the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementinitially became effective, at the time of its effectivenesseach amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, each deemed effective date with respect incorporated report or form of prospectus), at the Applicable Time relating to the Underwriters pursuant to Rule 430B(f)(2) under Offered Securities or at the 1933 Act RegulationsClosing Date, the Applicable Time, the Closing Time and any Date of Delivery, Registration Statement complied and or will comply in all material respects with the requirements of the 1933 Act Securities Act, the Rules and Regulations and the 1933 Act RegulationsTrust Indenture Act. Each preliminary prospectus, the Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and each preliminary prospectus and the Exchange Act, as applicable. Each Statutory Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of and comply with the applicable conditions set forth in Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf will be filed with the Commission and will be declared effective by the Commission under the Act prior to the issuance of any Sales Notices by the Company. The registration statement” statement on Form F-6 (as defined in Rule 405No. 333-261582) covering the registration of the ADSs under the Act (the "ADS Registration Statement") and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Act. No stop The Prospectus Supplement will name the Manager as the agent in the section entitled "Plan of Distribution." The Company has not received, and has no notice of, any order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order Commission preventing or suspending the use of any preliminary prospectus the Registration Statement, or the Prospectus and any amendment threatening or supplement thereto has been issued and no instituting proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthat purpose. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at offer and sale of ADSs as contemplated hereby meet the time requirements of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) 415 under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, Registration Statement or the Prospectus and any amendment or supplement thereto, at the time each was to be filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered as exhibits to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof Registration Statement have been so described or filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in therein. Copies of the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective and any such amendments or at the time they supplements and all documents incorporated by reference therein that were or hereafter are filed with the CommissionCommission on or prior to the date of this Agreement have been delivered, complied or are available through the Commissions Electronic Data Gathering Analysis and Retrieval system, to Manager and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the ADSs, will comply not distribute any offering material in all material respects connection with the offering or sale of the ADSs other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Manager has consented any such consent not to be unreasonable withheld, conditioned, or delayed. The Ordinary Shares represented by ADSs are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on the Trading Market under the trading symbol "BNOX." The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares represented by ADSs under the Exchange Act, delisting the ADSs from the Trading Market, nor has the Company received any notification that the Commission or the Trading Market is contemplating terminating such registration or listing. Except as disclosed in the Company’s SEC Reports, to the Company's knowledge, it is in compliance with all applicable listing requirements of the 1934 Trading Market. As used herein, “SEC Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the rules Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material), including the exhibits thereto and regulations of documents incorporated by reference therein, together with the Commission under Prospectus and the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 ActProspectus Supplement.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company’s knowledge, contemplatedare contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the ADS Registration Statement have been filed. Each meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163. At the respective times the Original Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statementeach amendment and supplement thereto became effective, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under of the 1933 Act Regulations, the Applicable Time, Regulations and at the Closing Time and (and, if any Option Securities are purchased, at any Date of Delivery), the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act RegulationsRegulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each preliminary prospectus, Neither the Prospectus and nor any amendment amendments or supplement theretosupplements thereto (including any prospectus wrapper), at the time each the Prospectus or any such amendment or supplement was filed with the Commission, and, in each case, issued and at the Applicable Time, the Closing Time and (and, if any Option Securities are purchased, at any Date of Delivery Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto) complied and will comply when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated As of the Applicable Time, at the Closing Time and at each Date of Delivery, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or deemed prior to be incorporated by reference in the Registration StatementApplicable Time (as defined below), the ADS Registration Statement, any preliminary prospectus Statutory Prospectus (as defined below) and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when they became effective considered together with the General Disclosure Package, included, includes or at will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the time statements therein, in the light of the circumstances under which they were or hereafter are filed with the Commissionmade, complied not misleading. As used in this subsection and will comply elsewhere in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.this Agreement:

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations), the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Shares were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Registration Statement, and any post-effective amendment thereto has (A) been prepared by the Company meets in conformity with the requirements for use of Form F-3 the 1933 Act and the 1933 Act Regulations; (B) been filed with the Commission under the 1933 Act; (C) became effective upon filing under Rule 462(e), and (D) been delivered by the Company to the Underwriter. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each Company has complied to the Commission’s satisfaction with all requests of the Registration Statement and the ADS Registration Statement has become effective under the 1933 ActCommission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied conformed and will comply conform in all material respects with respects, at the time it became effective, to the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement thereto or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply Prospectus conformed in all material respects when filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations to the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the 1933 Securities Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) has been or will be filed with the Commission and remains effective. Each of the Registration Statement and the ADS Registration Statement has become will be declared effective under the 1933 ActSecurities Act prior to the issuance of any Placement Notices by the Company. No stop The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order Commission preventing or suspending the use of any preliminary prospectus the Registration Statement, or the Prospectus and any amendment threatening or supplement thereto has been issued and no instituting proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthat purpose. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at offer and sale of Placement Shares as contemplated hereby meet the time requirements of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) 415 under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with Rule 415. Any statutes, regulations, contracts or other documents that are required to be described in the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, Registration Statement or the Prospectus and any amendment or supplement thereto, at the time each was to be filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered as exhibits to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXRegistration Statement have been or will be so described or filed, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in as applicable. Copies of the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective and any such amendments or at the time they supplements and all documents incorporated by reference therein that were or hereafter are filed with the CommissionCommission on or prior to the date of this Agreement have been delivered, complied or are available through XXXXX, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will comply not distribute any offering material in all material respects connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the 1934 Act and Exchange. The Common Stock is currently quoted on the rules and regulations Exchange under the trading symbol “TYRA.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Commission under Exchange. To the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effectiveCompany’s knowledge, as provided it is in Section 12 of the 1934 Actcompliance with all such listing and maintenance requirements.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Act for the offering and sale of the Securities contemplated by this Agreement (without reliance on General Instruction I.B. 6 of Form S-3) and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has (A) been prepared by the ADS Registration Statement has Company in conformity with the requirements of the 1933 Act and the 1933 Act Regulations; (B) been filed with the Commission under the 1933 Act; (C) become effective under the 1933 Act; and (D) been delivered by the Company to the Representative. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement, the Rule 462(b) Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) 430B under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied conformed and will comply conform in all material respects with respects, at the time it became effective, to the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement thereto or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply Prospectus conformed in all material respects when filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations to the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (request, if any) , from the Commission for additional information. No post-effective amendments The Company meets the eligibility requirements of Instruction H to Form S-11 allowing it to incorporate certain information by reference in the Registration Statement or Statement, any preliminary prospectus and the ADS Registration Statement have been filedProspectus. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectivenessit became effective, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, at the Closing Time and any at each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each The preliminary prospectusprospectus that is included in the General Disclosure Package, at the time it was filed, complied, and the Prospectus and any each amendment or supplement thereto, at the time each was filed with the Commissionas of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange act of 1934, as amended (the “1934 Act Act”) and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of and comply with the applicable conditions set forth in Form F-3 S-3 under the 1933 Act. The Registration Statement is an will be filed with the Commission and will be declared effective by the Commission under the Act prior to the issuance of any Sales Notices by the Company. The Prospectus Supplement will name the Manager as the agent in the section entitled “automatic shelf registration statementPlan of Distribution.” (as defined in Rule 405) The Company has not received, and remains effective. Each has no notice of, any order of the Registration Statement and the ADS Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Shares as contemplated hereby meet the requirements of Rule 415 under the Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed or incorporated by reference therein. Copies of the Registration Statement, the Prospectus, and any preliminary prospectus such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through the Commissions Electronic Data Gathering Analysis and Retrieval system, to Manager and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than the Registration Statement and the Prospectus and any amendment Issuer Free Writing Prospectus to which the Manager has consented any such consent not to be unreasonable withheld, conditioned, or supplement thereto delayed. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and are currently listed on the Trading Market under the trading symbol “NEUP.” The Company has been issued and taken no proceedings for action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, delisting the Common Stock from the Trading Market, nor has the Company received any of those purposes have been instituted notification that the Commission or are pending orthe Trading Market is contemplating terminating such registration or listing. Except as disclosed in the Company’s SEC Reports, to the Company’s knowledge, contemplated. The Company has complied it is in compliance with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the applicable listing requirements of the 1933 Trading Market. As used herein, “SEC Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the 1933 Act Regulations. Each preliminary prospectusExchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material), including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 ActSupplement.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, Time and the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, Time and the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) of the 1933 Act Regulations has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. ​ Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each Any preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each any preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. ​ The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.​

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in has been filed with the Commission pursuant to Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become effective 415 under the 1933 Act. The Company meets the requirements for use of Form S-3 under the 1933 Act and 1933 Act Regulations. The Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or made available, excluding exhibits thereto, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form and meet the requirements of the 1933 Act and the 1933 Act Regulations. The proposed offering of the Securities may be made pursuant to General Instruction I.B.1 of Form S-3. Other than (i) the Registration Statement, (ii) any Rule 462(b) Registration Statement (iii) any preliminary prospectus, (iv) the Prospectus contemplated by this Agreement to be filed pursuant to Rule 424(b) and (v) any Issuer Free Writing Prospectus, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments #94192013v6 Any reference herein to the Registration Statement Statement, Base Prospectus, preliminary prospectus or the ADS Registration Statement have been filedProspectus shall be deemed to refer to and include the documents incorporated by reference therein. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect Any reference to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement theretoto the Base Prospectus, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and or the Prospectus delivered shall be deemed to refer to and include any post-effective amendment to the Underwriters for use in connection with this offering was identical Registration Statement, any prospectus supplement relating to the electronically transmitted copies thereof Securities filed with the Commission pursuant to XXXXXRule 424(b) of the 1933 Act Regulations, except to and any documents filed after the extent permitted by Regulation S-T. The documents incorporated date of such preliminary prospectus or deemed to be the Prospectus under the 1934 Act, and incorporated by reference therein, in each case after the date of such Base Prospectus, preliminary prospectus or Prospectus, as the case may be. Any reference to any amendment to the Registration Statement, Statement shall be deemed to refer to and include any annual report of the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective Company filed pursuant to Section 13(a) or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements 15(d) of the 1934 Act and after the rules and regulations effective date of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of that is incorporated by reference into the 1934 ActRegistration Statement.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Commission has not notified the Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments of any objection to the use of the form of the Registration Statement or the ADS Registration Statement have been filedStatement. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and as of each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement has become effective(or any amendment thereto), as provided the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in Section 12 reliance upon and in conformity with written information furnished to the Company by any of the 1934 ActUnderwriters through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concerning discounts and commissions in the table under the fifteenth paragraph and the first, second, sixth, ninth and eleventh sentences of the twenty-first paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus (the “Underwriter Information”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Securities Act have been instituted or are pending or, to the Company’s knowledgeknowledge of the WhiteHorse Entities, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectivenessit became effective, in each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and case including any Date of Deliverydocuments incorporated by reference therein, complied and will comply in all material respects with the requirements of the 1933 Securities Act, the Securities Act Regulations and the 1933 Investment Company Act Regulationsof 1940, as amended, and the rules and regulations thereunder (collectively, the “1940 Act”). Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, andincluding any documents incorporated by reference therein, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and each 1940 Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated Company shall furnish the Representative a copy of any free writing prospectus (as defined in Rule 405 under the Securities Act Regulations (“Rule 405”)) it proposes to use or deemed to be incorporated file in connection with the sale of the Securities contemplated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus General Disclosure Package and the Prospectus, when they became effective Prospectus within a reasonable amount of time prior to such proposed use or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effectivefiling, as provided in Section 12 of the 1934 Actcase may be, and shall not file or use any such free writing prospectus to which the Representative may reasonably object.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters UBS Securities pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time each it was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters UBS Securities for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 Securities have been duly registered under the 1933 Act. The , pursuant to the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectiveStatement. Each of the Registration Statement Statement, any amendment thereto and the ADS any Rule 462(b) Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or the ADS any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and any amendment or supplement thereto no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Trust or the Investment Adviser, contemplatedare contemplated by the Commission. The Company has Trust and the Investment Adviser, as applicable, have complied in all material respects with each request (if any) from the Commission for additional information. No At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments to amendment thereto became effective and at the Registration Statement or Closing Time, the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2462(b) under the 1933 Act RegulationsRegistration Statement, the Applicable Time, the Closing Time Notification and any Date of Delivery, amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations. Each preliminary prospectusprospectus or Prospectus, as the Prospectus and case may be, filed as part of the effective Registration Statement or as part of any amendment or supplement thereto, at or filed pursuant to Rule 497 under the time each was 1933 Act, complied as to form when so filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Rules and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Dealers for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference If a Rule 462(b) Registration Statement is required in connection with the Registration Statementoffering and sale of the Securities, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective Trust has complied or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission Rule 111 under the 1934 1933 Act (Regulations relating to the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 payment of the 1934 Actfiling fees therefor.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form F-3 S-3 (File No. 333-252569) under the Securities Act of 1933, as amended (the “1933 Act. The Registration Statement is an ”), and the rules and regulations of the Commission thereunder (the “automatic 1933 Act Regulations”), which shelf registration statement was declared effective by the Commission and the Shares have been registered by the Company on such registration statement. Such registration statement, including all amendments and exhibits thereto and the documents and information incorporated by reference therein is referred to as the “Registration Statement.” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto (as defined below) has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date, including information deemed to be part of the Registration Statement at the effective date pursuant to Rule 430C of the 1933 Act Regulations with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of DeliveryUnderwriters, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was was, and the Prospectus will be, virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (collectively, the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 Securities have been duly registered under the 1933 Act. The , pursuant to the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectiveStatement. Each of the Registration Statement Statement, any amendment thereto and the ADS any Rule 462(b) Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or the ADS any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and any amendment or supplement thereto no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Trust or the Advisors, are contemplated. The Company has Trust and each of the Advisors, as applicable, have complied in all material respects with each request (if any) from the Commission for additional information. No At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments to amendment thereto became effective and at the Registration Statement or Closing Time (and, if any Option Securities are purchased, at the ADS Registration Statement have been filed. Each Date of Delivery), the Registration Statement and the ADS Registration Statement, at the time of its effectivenessRule 462(b) Registration Statement, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsif any, the Applicable Time, the Closing Time Notification and any Date of Delivery, amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations. Each preliminary prospectusprospectus and the Prospectus, as the Prospectus and case may be, filed as part of the effective Registration Statement or as part of any amendment or supplement thereto, at or filed pursuant to Rule 424(b) under the time each was 1933 Act, complied as to form when so filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Rules and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference If a Rule 462(b) Registration Statement is required in connection with the Registration Statementoffering and sale of the Securities, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective Trust has complied or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission Rule 111 under the 1934 1933 Act (Regulations relating to the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 payment of the 1934 Actfiling fees therefor.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 ActAct 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 Shares has been initiated or threatened by the Commission, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened. The Company has complied with each request (if any) from the Commission for additional information. No The ADS Registration Statement and any post-effective amendments to amendment thereto, at the Registration Statement or time it became effective, complied in all material respects with the ADS Registration Statement have been filedrequirements of the 1933 Act and the 1933 Act Regulations. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsit became effective, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectusThe conditions for use of Form F-3, set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.5 and other conditions related to the offer and sale of the Securities, have been satisfied. The Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Regulations. The Preliminary Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become and remains effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued or threatened and no proceedings for any of those purposes have been instituted or are pending or, to or threatened by the Company’s knowledge, contemplatedCommission. The Company has complied with each request (if any) from the Commission for additional information. No postAt the time the Company’s Annual Report on Form 10-effective amendments K for the year ended December 31, 2017 (the “Annual Report”) was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. The Company meets the requirements for use of Form S-3 under the Securities Act. Pursuant to General Instruction I.B.6 of Form S-3, the issuance of the Firm Shares and the Additional Shares is eligible to be registered pursuant to the Prospectus filed as part of the Company’s effective Registration Statement or the ADS Registration Statement have been filedStatement. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Deliveryit became effective, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Rules and Regulations. Each preliminary prospectusprospectus (if any), the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations Rules and each Regulations. Each preliminary prospectus and the Prospectus (if any) delivered to the Underwriters Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. (a) The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act and has prepared and filed with the SEC a registration statement on Form S-3 (No. 333-257608), including a related Base Prospectus, for the registration of the offering and sale of the Securities under the 1933 Act. The Such Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) Statement, including any amendments and remains effective. Each of post-effective amendments thereto filed prior to the Registration Statement and the ADS Registration Statement Applicable Time, has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied will file with each request (if any) from the Commission for additional information. No post-effective amendments SEC a final prospectus supplement relating to the Registration Statement or Securities in accordance with Rule 424(b) after the ADS Registration Statement have been Applicable Time. As filed. Each of , such final prospectus supplement shall contain all information required by the Registration Statement 1933 Act and the ADS rules thereunder and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the time of its effectivenessApplicable Time, each deemed effective date with respect to meets the Underwriters pursuant to requirements set forth in Rule 430B(f)(2415(a)(1)(x) under the 1933 Act Regulations, Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Applicable Time. (b) On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and at the Closing Time and at any Date of Delivery, complied the Prospectus (and will any supplement thereto) will, comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Preliminary Prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXthrough EXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedare pending or threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus prospectus, if applicable, delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the ADS Registration Statement has become effective Commission under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, and the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, and the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405405 of the Securities Act) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. The Registration Statement and was automatically deemed effective upon filing with the ADS Registration Statement has become effective under the 1933 ActCommission on June 2, 2017. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional information. No post-effective amendments any notice objecting to the Registration Statement or use of the ADS Registration Statement have been filedshelf registration statement form. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters Manager or Forward Seller, as applicable, for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an a “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been registered by the Company on such shelf registration statement. Each of the Registration Statement Statement, and any amendment thereto, and the ADS Registration Statement and any amendment thereto, has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or the ADS Registration Statement or any post-effective amendment thereto, has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and any post-effective amendment thereto and the ADS Registration StatementStatement and any post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Deliveryit became effective, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectusPreliminary Prospectus, the Prospectus Prospectus, the ADS Registration Statement and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this the offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Registration Statement, any Preliminary Prospectus, the Prospectus and the ADS Registration Statement, and the filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement has been duly executed by and on behalf of the Company pursuant to such authorization. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (the “1934 Act Regulations”). The 1934 Act Registration Statement proposed offering of the Securities may be made pursuant to General Instruction I.B.5 of Form F-3. The Company is not a shell company (as defined in Rule 405 of the 0000 Xxx) and has become effectivenot been a shell company for at least twelve (12) calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least twelve (12) calendar months previously reflecting its status as an entity that is not a shell company. The aggregate market value of securities sold by or on behalf of the Company pursuant to General Instruction I.B.5 of Form F-3 during the twelve (12) month period immediately prior to, and including, the sale of Securities pursuant to this Agreement is no more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company, as provided in Section 12 determined pursuant to General Instruction I.B.5 of the 1934 ActForm F-3.

Registration Statement and Prospectuses. The Company meets is a “foreign private issuer” (as defined in Rule 405 under the 0000 Xxx) and, as of the Effective Date (as defined below), met the requirements for use of Form F-3 F-10 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (Act and was, as defined in Rule 405) and remains effective. Each of the Registration Statement Effective Date, qualified to use a short form prospectus and the ADS Registration Statement Shelf Procedures provided under Canadian Securities Laws; a Final Receipt has become effective under been obtained from the 1933 Act. No stop AMF in respect of the Canadian Base Prospectus, and no order having the effect of ceasing or suspending the effectiveness trading or distribution of the Registration Statement Securities or the ADS Registration Statement Common Shares generally has been issued under the 1933 Act, no order preventing or suspending the use of by any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued Canadian Commission and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from are contemplated by any Canadian Commission or any court; no stop order suspending the Commission for additional information. No post-effective amendments to effectiveness of the Registration Statement has been issued by the Commission and no proceedings for that purpose have been instituted or are pending or, to the ADS Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been filed. Each required to the date of this Agreement, has been prepared by the Company under the provisions of the 1933 Act and has been filed with the Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on March 17, 2014 (the “Effective Date”); if requested, copies of the Registration Statement and the ADS Registration StatementCanadian Base Prospectus, including amendments thereto, if any, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the time of its effectivenessClosing Date and each Option Closing Date, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsthere will be no reports or information that, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects accordance with the requirements of Canadian Securities Laws, must be filed or made publicly available in connection with the 1933 Act listing of the Offered Shares and the 1933 Act Regulations. Each preliminary prospectusOffered Warrant Shares on the TSX or on NASDAQ (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Prospectus Supplement and any amendment or supplement theretoU.S. Prospectus Supplement, at the time each was which will be filed as required by applicable law; there are no documents required to be filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use AMF in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration StatementCanadian Base Prospectus, the ADS Registration Statement, any preliminary prospectus and Canadian Prospectus Supplement or the Prospectus, when they became effective or at the time they were or hereafter are Canadian Prospectus that have not been filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Actrequired.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405A) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments . (B) The Company meets the requirements for the use of, and has prepared and filed with the Commission the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (C) At the time the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementinitially became effective, at the time of its effectivenesseach amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, each deemed effective date with respect incorporated report or form of prospectus), at the Applicable Time relating to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsOffered Securities or at any Closing Date, the Applicable Time, the Closing Time and any Date of Delivery, Registration Statement complied and or will comply in all material respects with the requirements of the 1933 Act Securities Act, the Rules and Regulations and the 1933 Act RegulationsTrust Indenture Act. Each preliminary prospectus, the Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and each preliminary prospectus and the Exchange Act, as applicable. Each Statutory Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” has been filed with the Commission not earlier than three (as defined in Rule 4053) years prior to the date hereof; and remains effective. Each no notice of objection of the Registration Statement and Commission to the ADS Registration Statement has become use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 ActSecurities Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under by the 1933 Act, Commission and no order preventing proceeding for that purpose or suspending pursuant to Section 8A of the use of any preliminary prospectus Securities Act against the Company or related to the Prospectus and any amendment or supplement thereto offering has been issued and no proceedings for any of those purposes have been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, contemplated. The Company has complied with each request (if any) from threatened by the Commission for additional information. No post-Commission; as of the applicable effective amendments to date of the Registration Statement, the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Trust Indenture Act Regulations. Each preliminary prospectusof 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, at it being understood and agreed that the time each was filed with only such information furnished by the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements Underwriter consists of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, information described as provided such in Section 12 of the 1934 Act7(b) hereof.

Registration Statement and Prospectuses. The Issuers and the Company meets meet the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement under Rule 405 and the Securities have been and remain eligible for registration by the Issuers and the Company on such automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Issuers’ or the Company’s knowledge, contemplated. The Issuers and the Company has have complied with each request (if any) from the Commission for additional information. No post-effective amendments to In addition, the Registration Statement or Indenture has been duly qualified under the ADS Registration Statement have been filedTrust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations), the Applicable Time, Time and the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act RegulationsRegulations and the Trust Indenture Act. Each preliminary prospectus, prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time and at the Closing Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the Trust Indenture Act, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets has filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form F-3 S-3 (File No. 333-254423) under the Securities Act of 1933, as amended (the “1933 Act. The Registration Statement is an ”) and the rules and regulation (the “automatic 1933 Act Regulations”) of the Commission thereunder, which shelf registration statement was declared effective by the Commission and the Shares have been and remain eligible for registration by the Company on such registration statement. Such registration statement, including all amendments and exhibits thereto, the documents incorporated by reference therein and the documents and information otherwise deemed to be part thereof or included therein pursuant to Rule 430B of the 1933 Act Regulations is referred to as the “Registration Statement.” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto (as defined below) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Any registration statement filed by the Company pursuant to Rule 462(b) under the 1933 Act is called the “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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (collectively, the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary free writing prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Partnership, contemplated. The Company Partnership is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Partnership has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement. The Partnership has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Deliveryit became effective, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations Regulations. Each document, if any, filed pursuant to the Exchange Act and each incorporated by reference in the Time of Sale Prospectus or the Prospectus complied when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXElectronic Data Gathering, Analysis and Retrieval system or any successor system, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. T of the 1933 Act (“Regulation S-T”). The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf Securities have been and remain eligible for registration statement” (as defined in Rule 405) and remains effectiveby the Company on Form S-3. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the ADS Registration Statement has become effective Commission under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time Date and any Option Closing Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time Date and any Option Closing Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use Securities and Exchange Commission (“Commission”) a registration statement on Form F-1 (File No. 333-237372) (the “Initial Registration Statement”) under the Securities Act of Form F-3 1933, as amended (the “1933 Act”), and the rules and regulations (the “1933 Act Regulations”) of the Commission thereunder. The Company has filed one or more amendments thereto, each which has previously been furnished to the Representative. The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form, other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become , which became effective under the 1933 Actautomatically upon filing. No stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto or the ADS Rule 462(b) Registration Statement Statement, if any, has been issued under the 1933 Act, ; no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened. The To the Company’s knowledge, the Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, Preliminary Prospectus (including the Prospectus and filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets At the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of respective times the Registration Statement or the ADS any Rule 462(b) Registration Statement has been issued under the 1933 Actbecame effective, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending orit complied, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration StatementProspectus, at the time as of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsdate, the Applicable Time, Expiration Date and the Closing Time and any Date of DeliveryDate, complied and or will comply comply, as the case may be, in all material respects with the requirements of the 1933 Act Securities Act; the Registration Statement (including the Rule 430A Information) and any Rule 462(b) Registration Statement, when it became effective, and any supplement or amendment thereto, as of its effective date, did not, and as of the Commencement Date, the Expiration Date and the 1933 Act Regulations. Each Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus (including any prospectus wrapper) and the Offering Materials (excluding the Registration Statement and the preliminary prospectus), and any amendments or supplements thereto, as of their respective dates, and at all times from the Effective Date through the Closing Date, did not, does not as of the date hereof and will not as of the Effective Date, the Prospectus Commencement Date, the Expiration Date and any amendment the Closing Date, include an untrue statement of a material fact or supplement thereto, at omit to state a material fact necessary in order to make the time each was filed with the Commission, andstatements therein, in each casethe light of the circumstances under which they were made, at not misleading. The agreements and documents described in the Applicable Time, Registration Statement and the Closing Time and any Date of Delivery complied and will comply Prospectus conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use descriptions thereof contained therein and there are no agreements or other documents required to be described in connection with this offering was identical the Registration Statement or the Prospectus, or to the electronically transmitted copies thereof be filed with the Commission pursuant as exhibits to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective that have not been so described or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Actfiled.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were filed or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. (i) The Company meets the requirements for use of Form F-3 Offered Securities have been duly registered under the 1933 Act. The Securities Act pursuant to the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectiveStatement. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments . (ii) The Company meets the requirements for the use of, and has prepared and filed with the Commission, the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (iii) At the time the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementinitially became effective, at the time of its effectivenesseach amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, each deemed effective date with respect incorporated report or form of prospectus), at the Applicable Time relating to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsOffered Securities or at any Closing Date, the Applicable Time, the Closing Time and any Date of Delivery, Registration Statement complied and or will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Rules and Regulations. Each preliminary prospectus, the Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and each preliminary prospectus and the Exchange Act, as applicable. Each Statutory Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405A) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus Statutory Prospectus or the Final Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments . (B) The Company meets the requirements for the use of, and has prepared and filed with the Commission the Registration Statement, including a prospectus relating to, among other things, the Offered Securities, to be issued from time to time by the Company. (C) At the time the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementinitially became effective, at the time of its effectivenesseach amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, each deemed effective date with respect incorporated report or form of prospectus), at the Applicable Time relating to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act RegulationsOffered Securities or at any Closing Date, the Applicable Time, the Closing Time and any Date of Delivery, Registration Statement complied and or will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Rules and Regulations. Each preliminary prospectus, the Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Rules and Regulations. The documents incorporated, or to be incorporated, by reference in each Statutory Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules and Regulations and each preliminary prospectus and the Exchange Act, as applicable. Each Statutory Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX (as defined below), except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an a “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) ), and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under of the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Dutch Parties, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 Securities have been duly registered under the 1933 Act. The , pursuant to the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectiveStatement. Each of the Registration Statement Statement, any amendment thereto and the ADS any Rule 462(b) Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or the ADS any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued, and any amendment or supplement thereto no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge of the Fund or the Advisers, are contemplated. The Company has Fund and the Advisers, as applicable, have complied with each request (if any) from the Commission for additional information. No At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments to amendment thereto became effective and at the Registration Statement or Closing Time, the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2462(b) under the 1933 Act RegulationsRegistration Statement, the Applicable Time, the Closing Time notification on Form N-8A and any Date of Delivery, amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations. Each preliminary prospectusprospectus and the preliminary prospectus or Prospectus, as the Prospectus and case may be, filed as part of the effective Registration Statement or as part of any amendment or supplement thereto, at or filed pursuant to Rule 497 under the time each was 1933 Act, complied as to form when so filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act Rules and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Dealers for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference If a Rule 462(b) Registration Statement is required in connection with the Registration Statementoffering and sale of the Securities, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective Fund has complied or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission Rule 111 under the 1934 1933 Act (Regulations relating to the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 payment of the 1934 Actfiling fees therefor.

Registration Statement and Prospectuses. The Company meets has filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form F-3 S-3 (File No. 333-234253) under the Securities Act of 1933, as amended (the “1933 Act. The Registration Statement is an ”) and the rules and regulation (the “automatic 1933 Act Regulations”) of the Commission thereunder, which shelf registration statement was declared effective by the Commission and the Shares have been and remain eligible for registration by the Company on such registration statement. Such registration statement, including all amendments and exhibits thereto, the documents incorporated by reference therein and the documents and information otherwise deemed to be part thereof or included therein pursuant to Rule 430B of the 1933 Act Regulations is referred to as the “Registration Statement.” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto (as defined below) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (collectively, the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Securities were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405405 of the Securities Act) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Securities Act pursuant to the standards for such form as currently in effect and as in effect immediately prior to October 21, 1992 and the Securities have been and remain eligible for registration by the Company on such shelf registration statement. The Registration Statement and was automatically deemed effective upon filing with the ADS Registration Statement has become effective under the 1933 ActCommission on May 27, 2020. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Actis in effect, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any or examination under Section 8(d) or 8(e) of those purposes have been instituted or the Securities Act are pending before or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) and complies in all other material respects with such Rule. The Company has complied with each request (if any) not received from the Commission for additional information. No post-effective amendments any notice objecting to the Registration Statement or use of the ADS Registration Statement have been filedshelf registration statement form. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters Manager or Forward Seller, as applicable, pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at any supplement or any prospectus wrapper prepared in connection therewith, and the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery Prospectus complied and will comply in all material respects at the time it was filed and at each Applicable Time with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters Manager or Forward Seller, as applicable, for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities, the Issuable Common Stock, the Purchase Contracts and the Amortizing Notes have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the information regarding such Registration Statement or the ADS Registration Statement have been filedStatement. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use Securities and Exchange Commission (“Commission”) a registration statement on Form F-1 (File No. 333-251163) (the “Initial Registration Statement”) under the Securities Act of Form F-3 1933, as amended (the “1933 Act”), and the rules and regulations (the “1933 Act Regulations”) of the Commission thereunder. The Company has filed one or more amendments thereto, each which has previously been furnished to the Representative. The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form, other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement has become , which became effective under the 1933 Actautomatically upon filing. No stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto or the ADS Rule 462(b) Registration Statement Statement, if any, has been issued under the 1933 Act, ; no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened. The To the Company’s knowledge, the Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) Underwriter under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, Preliminary Prospectus (including the Prospectus and filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Regulations. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (collectively, the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. (a) The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act and has prepared and filed with the SEC a registration statement on Form S-3 (No. 333-239328), including a related Base Prospectus, for the registration of the offering and sale of the Securities under the 1933 Act. The Such Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) Statement, including any amendments and remains effective. Each of post-effective amendments thereto filed prior to the Registration Statement and the ADS Registration Statement Applicable Time, has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied will file with each request (if any) from the Commission for additional information. No post-effective amendments SEC a final prospectus supplement relating to the Registration Statement or Securities in accordance with Rule 424(b) after the ADS Registration Statement have been Applicable Time. As filed. Each of , such final prospectus supplement shall contain all information required by the Registration Statement 1933 Act and the ADS rules thereunder and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the time of its effectivenessApplicable Time, each deemed effective date with respect to meets the Underwriters pursuant to requirements set forth in Rule 430B(f)(2415(a)(1)(x) under the 1933 Act Regulations, Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Applicable Time. (b) On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and at the Closing Time and at any Date of Delivery, complied the Prospectus (and will any supplement thereto) will, comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Preliminary Prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to through XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the The Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Registration Statement and any post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementamendment thereto, at the time of its effectiveness, each effectiveness and at the deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, The Preliminary Prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments information to be included in, or incorporated by reference in, the Registration Statement or the ADS Registration Statement have been filedany post-effective amendment thereto. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time as of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement has become effective(or any amendment thereto), as provided the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in Section 12 reliance upon and in conformity with written information furnished to the Company by any of the 1934 ActUnderwriters through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concerning discounts and commissions in the table under the fifteenth paragraph and the first, second, sixth, ninth and eleventh sentences of the twenty-first paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus (the “Underwriter Information”).

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedare pending or threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of and comply with the applicable conditions set forth in Form F-3 S-3 under the 1933 Act. The Registration Statement is an will be filed with the Commission and will be declared effective by the Commission under the Act prior to the issuance of any Sales Notices by the Company. The registration statement on Form F-6 (No. 333-261582) covering the registration of the ADSs under the Act (the “automatic shelf registration statement” (as defined in Rule 405ADS Registration Statement”) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Act. No stop The Prospectus Supplement will name the Manager as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order Commission preventing or suspending the use of any preliminary prospectus the Registration Statement, or the Prospectus and any amendment threatening or supplement thereto has been issued and no instituting proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthat purpose. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at offer and sale of ADSs as contemplated hereby meet the time requirements of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) 415 under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, Registration Statement or the Prospectus and any amendment or supplement thereto, at the time each was to be filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered as exhibits to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof Registration Statement have been so described or filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in therein. Copies of the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective and any such amendments or at the time they supplements and all documents incorporated by reference therein that were or hereafter are filed with the CommissionCommission on or prior to the date of this Agreement have been delivered, complied or are available through the Commissions Electronic Data Gathering Analysis and Retrieval system, to Manager and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the ADSs, will comply not distribute any offering material in all material respects connection with the offering or sale of the ADSs other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Manager has consented any such consent not to be unreasonable withheld, conditioned, or delayed. The Ordinary Shares represented by ADSs are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on the Trading Market under the trading symbol “BNOX.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares represented by ADSs under the Exchange Act, delisting the ADSs from the Trading Market, nor has the Company received any notification that the Commission or the Trading Market is contemplating terminating such registration or listing. Except as disclosed in the Company’s SEC Reports, to the Company’s knowledge, it is in compliance with all applicable listing requirements of the 1934 Trading Market. As used herein, “SEC Reports” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Act and the rules Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material), including the exhibits thereto and regulations of documents incorporated by reference therein, together with the Commission under Prospectus and the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 ActProspectus Supplement.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf Securities have been and remain eligible for registration statement” (as defined in Rule 405) and remains effectiveby the Company on Form S-3. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the ADS Registration Statement has become effective Commission under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. (a) The Company meets (including its agents and representatives, other than the requirements for use Underwriter in its capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Issuer Free Writing Prospectus other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of Form F-3 the 1933 Act or Rule 134 under the 1933 Act, (ii) the Prospectus, (iii) the documents identified in Schedule B-2 and (iv) any electronic road show or other written communications, in each case approved in writing in advance by the Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the 1933 Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the 1933 Act (to the extent required thereby) and did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information and the Selling Shareholder Information (each as defined below). No Issuer Free Writing Prospectus will conflict with the information contained in the Registration Statement or the General Disclosure Package, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (b) The Registration Statement is an “automatic shelf registration statement” (as defined in under Rule 405) and remains effective. Each 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement and the ADS Registration Statement has become or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 ActAct has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any post-effective amendment or supplement thereto has been issued by the Commission and no proceedings proceeding for any that purpose or pursuant to Section 8A of those purposes have been instituted the 1933 Act against the Company or are pending or, related to the Company’s knowledge, contemplated. The Company offering of the Securities has complied with each request been initiated or threatened by the Commission. (if anyc) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Deliveryit became effective, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, of the General Disclosure Package and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Regulations. The Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX or IDEA, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters RBC pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time each it was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters RBC for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for is eligible to use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectiveN-2. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. The Prospectus will name the Agents as the agents in the section entitled “Plan of Distribution.” No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s TCP Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and, assuming no act or omission on the part of an Agent that would make such statement untrue, the offer and sale of Securities as contemplated hereby, meets all the ADS Registration Statement, at the time requirements of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under 415 of the 1933 Act Regulations, the Applicable Time, the Closing Time Regulations and any Date of Delivery, complied and will comply complies in all material respects with the requirements Rule 415 of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectusof the Registration Statement, the Prospectus Rule 462(b) Registration Statement, if any, and any post-effective amendment or supplement thereto, at the time each was filed with the Commission, and, in each caseit became effective, at the any Applicable Time, the Closing Time and at any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the 0000 Xxx. The base prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, at the time it was filed, and each preliminary prospectus Prospectus, at the time it is filed, complied or will comply in all material respects with the 1933 Act, the 1933 Act Regulations and the 1940 Act. Each Prospectus delivered to the Underwriters any Agent for use in connection with this offering any sale of Placement Securities was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if anyRegistration Statement, any Rule 462(b) from the Commission for additional information. No Registration Statement and any post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementthereto, at the time respective times each became effective and as of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, complied, and at the Closing Time and (and, if any Option Securities are purchased, at the Date of Delivery), complied the Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto will comply comply, in all material respects respects, with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, at the time each was filed with the Commission and as of the Applicable Time, complied, and the Prospectus and any amendment or supplement thereto, at the time each was is filed with the Commission, and, in each case, Commission and at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply comply, in all material respects respects, with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in At the time of filing the Registration Statement, the ADS any 462(b) Registration StatementStatement and any post-effective amendment thereto, any preliminary prospectus and the Prospectus, when they became effective or at the date hereof and at the earliest time they were thereafter that the Company or hereafter are filed with another offering participant made a bona fide offer (within the Commission, complied and will comply in all material respects with the requirements meaning of Rule 164(h)(2) of the 1934 1933 Act and the rules and regulations Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission under pursuant to Rule 405 that it is not necessary that the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 ActCompany be considered an ineligible issuer.

Registration Statement and Prospectuses. The At the time the Registration Statement and each post-effective amendment thereto was declared effective, the Company met, and as of the date hereof, the Company meets the requirements for use of Form F-3 S-3 under the 1933 Securities Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) of the Securities Act Regulations has been received by the Company, no order preventing or suspending the use of any the preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, Time and the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations. Each of the preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, Time and the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Securities Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the Commission under the 1934 Exchange Act (the “1934 Exchange Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. No postAt the time the Original Registration Statement was filed with the Commission, the Company met the then-effective amendments applicable requirements for use of Form S-3 under the Securities Act. The Company meets the requirements for use of Form S-3 under the Securities Act. Pursuant to General Instruction I.B.1. of Form S-3, the issuance of the Firm Shares and the Additional Shares is eligible to be registered pursuant to the Prospectus filed as part of the Company’s effective Registration Statement or and is not subject to the ADS Registration Statement have been filedlimitations of General Instruction I.B.6 of Form S-3. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Deliveryit became effective, complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Rules and Regulations. Each preliminary prospectusPreliminary Prospectus (if any), the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations Rules and each preliminary prospectus and the Regulations. Each Preliminary Prospectus (if any) delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and any post-effective amendment thereto has been declared by the ADS Registration Statement has become Commission, or otherwise become, effective under the 1933 Act. No , and no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and (or any amendment or supplement thereto thereto) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied in all material respects with each request (request, if any) , from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsit became effective, the Applicable Time, the Closing Time and any each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each The preliminary prospectusprospectus that is included in the General Disclosure Package, at the time it was filed with the Commission, and the Prospectus and any each amendment or supplement thereto, at the time each was filed with the Commissionas of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and any each Date of Delivery Delivery, if any, complied and will comply comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was the Offering were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in under Rule 405) and remains effective. Each 405 of the Registration Statement 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the ADS Registration Statement has become Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 ActAct has been received by the Company. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 and Form F-6 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and Statement, the ADS Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or Statement, the ADS Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to Each of the Registration Statement or Statement, the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The (A) At the time the Registration Statement was originally filed, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), and (C) at the date hereof, the Company met or meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic a shelf registration statement and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become been declared effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or the ADS Rule 462(b) Registration Statement Statement, if any, has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened. The Company has complied with each request (if any) from the Commission for additional information. No The ADS Registration Statement and any post-effective amendments to amendment thereto, at the Registration Statement or time it became effective, complied in all material respects with the ADS Registration Statement have been filedrequirements of the 1933 Act and the 1933 Act Regulations. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsit became effective, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectusThe conditions for use of Form F-3, set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.5 and other conditions related to the offer and sale of the Securities, have been satisfied. The Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Regulations. The Preliminary Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement, any Rule 462(b) Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each Any request (if any) from on the part of the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have information has been filedcomplied with. Each of the Registration Statement, the Rule 462(b) Registration Statement and the ADS Registration Statementany amendment and supplement thereto, at the time of its effectivenessit became effective, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, at the Closing Time and any at each Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration StatementProspectus, any preliminary prospectus and the Prospectusany supplement thereto or prospectus wrapper prepared in connection therewith, when they became effective or at their respective times of issuance and at the time they were or hereafter are filed with the CommissionClosing Time, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and any applicable laws or regulations of foreign jurisdictions in which the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effectiveProspectus and such preliminary prospectus, as provided amended or supplemented, if applicable, are distributed in Section 12 connection with the offer and sale of the 1934 ActReserved Securities.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-199446) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 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.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “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 prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus (or any supplement thereto) has been issued by the Commission and no proceeding for that purpose has been initiated or is pending or, to the Company’s Knowledge, threatened by the Commission. As of the time each part of the Registration Statement (or any post-effective amendment thereto) became or becomes effective (including each deemed effective date with respect to the Underwriter pursuant to Rule 430B or otherwise under the Securities Act), such part conformed or will conform in all material respects to the requirements for use of Form F-3 under the 1933 ActAct and the Rules and Regulations. The Registration Statement is an “automatic shelf registration statement” (as defined and the prospectus included therein include at the time of filing thereof with the Commission all the information that would be required at that time in Rule 405a prospectus relating to all offering(s) and remains effectivethat it covers. Each Upon the filing or first use within the meaning of the Rules and Regulations, each Preliminary Prospectus and the Prospectus (or any supplement to either) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations. The Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement has been issued under the 1933 ActStatement, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any post-effective amendment or supplement thereto has been issued any part thereof is in effect and no proceedings for any of those purposes such purpose have been instituted or are pending or, to the Company’s knowledgeKnowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with are threatened by the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets has prepared and filed with the requirements for use of Securities and Exchange Commission (“Commission”) a shelf registration statement on Form F-3 S-3 (File No. 333-252569) under the Securities Act of 1933, as amended (the “1933 Act. The Registration Statement is an ”) and the rules and regulations of the Commission thereunder (the “automatic 1933 Act Regulations”), which shelf registration statement was declared effective by the Commission and the Shares have been registered by the Company on such registration statement. Such registration statement, including all amendments and exhibits thereto and the documents and information incorporated by reference therein is referred to as the “Registration Statement.” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto (as defined below) has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied to the Commission’s satisfaction with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, excluding exhibits thereto, at the time of its effectiveness, effectiveness and at each deemed effective date, including information deemed to be part of the Registration Statement at the effective date pursuant to Rule 430C of the 1933 Act Regulations with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of DeliveryUnderwriters, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time each it was filed with the Commissionfiled, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was was, and the Prospectus will be, virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and the rules and regulations of the Commission under the 1934 Act promulgated thereunder (collectively, the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.

Registration Statement and Prospectuses. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of and comply with the applicable conditions set forth in Form F-3 F-10 under the 1933 Securities Act. The Registration Statement is an has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “automatic shelf registration statementPlan of Distribution.” (as defined in Rule 405) The Company has not received, and remains effective. Each has no notice of, any order of the Registration Statement and the ADS Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement Commission or the ADS Registration Statement has been issued under the 1933 Act, no order a Canadian Commission preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statement, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply or threatening or instituting proceedings for that purpose. The Registration Statement complies in all material respects with the requirements of Form F-10 under the 1933 Securities Act and the 1933 Act Regulations. Each preliminary prospectus, offer and sale of Placement Shares as contemplated hereby (and assuming compliance by the Prospectus Agent with their obligations hereunder) meet the requirements of NI 44-102 and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with said National Instrument and/or the conditions of any exemptive relief order issued by the BCSC exempting the Company from the requirements to comply with certain provisions thereof. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement have been or will be in the case of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXProspectuses, except to the extent permitted by Regulation S-T. The documents incorporated so described or deemed to be incorporated by reference in filed. Copies of the Registration Statement, the ADS Registration StatementProspectuses, and any preliminary prospectus such amendments or supplements and the Prospectus, when they became effective or at the time they all documents incorporated by reference therein that were or hereafter are filed with the CommissionCommission on or prior to the date of this Agreement have been delivered, complied or are available through EXXXX, to Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will comply not distribute any offering material in all material respects connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectuses and any Issuer Free Writing Prospectus (as defined in Section 25 below) to which the Agent has consented. The Common Shares are registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and currently listed on the Exchanges under the trading symbol “CORV.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act, delisting the Common Shares from the Exchanges, nor has the Company received any notification that the Commission or a Canadian Commission or the Exchanges is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing and maintenance requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 ActExchanges.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic Securities Act and the Securities have been and remain eligible for registration by the Company on such shelf registration statement” (as defined in Rule 405) and remains effective. Each of the Registration Statement and the ADS Registration Statement any post-effective amendment thereto has become effective under the 1933 Securities Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledgeknowledge (without further inquiry), contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters Xxxxx Fargo Securities pursuant to Rule 430B(f)(2) under the 1933 Securities Act Regulations, the Applicable Time, the Closing Time and any Date as of Deliveryeach Settlement Date, complied and will comply in all material respects at the time it became effective with the requirements of the 1933 Act and the 1933 Act RegulationsSecurities Act. Each preliminary prospectus, prospectus (including the Prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time each it was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Securities Act. Each preliminary prospectus and the Prospectus delivered to the Underwriters Xxxxx Fargo Securities for use in connection with this the offering of any Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Exchange Act.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and remains effectivethe Securities have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and the ADS The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus and any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. No post-effective amendments to the Registration Statement or the ADS Registration Statement have been filed. Each of the Registration Statement and the ADS Registration Statementany post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulationsit became effective, the Applicable Time, the Closing Time and any Date of Delivery, Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”). The 1934 Act Registration Statement has become effective, as provided in Section 12 of the 1934 Act.