Common use of Registration Statement Clause in Contracts

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financi▇▇ ▇▇atements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus 4.1 Pubco agrees that, as soon as practicable, but in no event later than fifteen (15) calendar days after the consummation of the Transactions, Pubco will file with the Commission (at Pubco’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Shares (the “Registrable Securities”), and Pubco shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies Pubco that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date Pubco is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (or, in either case of (i) or (ii) above, if such date falls on a Saturday, Sunday or other day that the Commission is closed for business, the next business day on which the Commission is open for business); provided, however, that Pubco’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing a completed and executed “selling shareholders questionnaire” in customary form first furnished to Pubco that contains the Underwriters information required by Commission rules for a Registration Statement regarding Subscriber, the securities of Pubco held by Subscriber, and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and Subscriber shall execute and deliver such documents in connection with such registration as Pubco may reasonably request that are customary of a selling stockholder in similar situations, including providing that Pubco shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided that the Subscriber shall not in connection with the offering of foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the Securities is herein called ability to transfer the "Prospectus." For purposes of this Agreement, all references to Shares. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement, any preliminary prospectus, Statement unless requested by the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with Commission; provided that if the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financi▇▇ ▇▇atements and schedules and other information which is "contained," "included" or "stated" requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed Subscriber will have an opportunity to mean and include all such financial statements and schedules and other information which is incorporated by reference in withdraw from the Registration Statement. 4.2 In the case of the registration effected by Pubco pursuant to this Subscription Agreement, Pubco shall, upon reasonable request, inform Subscriber as to the status of such registration. At its expense, Pubco shall: 4.2.1 except for such times as Pubco is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under state securities laws which Pubco determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Registrable Securities; (ii) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including without limitation, any preliminary prospectus volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) two years from the Prospectus, as date of the case may be; and all references in this Agreement to amendments or supplements to effectiveness of the Registration Statement; 4.2.2 advise Subscriber as expeditiously as possible, but in any preliminary prospectus event within five (5) Business Days: (a) when a Registration Statement or any post-effective amendment thereto has become effective; (b) after it shall receive notice or obtain knowledge thereof, of the Prospectus shall be deemed to mean and include issuance by the filing Commission of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the any Registration Statement or the initiation of any Rule 462(bproceedings for such purpose; (c) of the receipt by Pubco of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (d) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending orprospectus so that, to the knowledge as of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery)such date, the Registration Statement, the Rule 462(b) Registration Statement statements therein are not misleading and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did do 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Neither Notwithstanding anything to the Prospectus nor contrary set forth herein, Pubco shall not, when so advising Subscriber of such events, provide Subscriber with any amendments or supplements theretomaterial, at nonpublic information regarding Pubco other than to the time extent that providing notice to Subscriber of the Prospectus or occurrence of the events listed in (a) through (d) above may constitute material, nonpublic information regarding Pubco; 4.2.3 use its commercially reasonable efforts to obtain the withdrawal of any such amendment or supplement was issued and at order suspending the Closing Time (and, if effectiveness of any Option Securities are purchased, at Registration Statement as soon as reasonably practicable; 4.2.4 upon the Date occurrence of Deliveryany event contemplated in Section 4.2.2(d), except for such times as Pubco is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Pubco shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of the Registrable Securities included or therein, such prospectus will not include an any untrue statement of a material fact or omitted or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties ; 4.2.5 use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which Pubco’s Shares are then listed; and 4.2.6 use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Shares contemplated hereby. 4.3 Notwithstanding anything to the contrary in this subsection Subscription Agreement, if the Commission prevents Pubco from including in the Registration Statement any or all of the Shares due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the Subscriber, the Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. 4.4 Notwithstanding anything to the contrary in this Subscription Agreement, Pubco shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not apply to statements in or omissions from sell under the Registration Statement or Prospectus made to suspend the effectiveness thereof, if it determines that in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly order for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant not to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act or (ii) the negotiation or consummation of a transaction Pubco or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Pubco’s board of directors reasonably believes would require additional disclosure by Pubco in the Registration Statement of material information that Pubco has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Pubco’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements, (each such circumstance, a “Suspension Event”); provided, however, that Pubco may not delay or suspend the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12) month period; and, provided further, that Pubco shall use commercially reasonable efforts to make the Registration Statement available for sale by the Subscriber of its Shares as soon as practicable following any such suspension. Upon receipt of any written notice from Pubco of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made (in the case of the prospectus) not misleading, Subscriber agrees that (a) it will immediately discontinue offers and any documents so filed and incorporated by reference subsequent to sales of the effective date of Shares under the Registration Statement shalluntil Subscriber receives copies of a supplemental or amended prospectus (which Pubco agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Pubco that it may resume such offers and sales, when they are filed with and (b) it will maintain the Commissionconfidentiality of any information included in such written notice delivered by Pubco. If so directed by Pubco, conform Subscriber will deliver to Pubco or, in Subscriber’s sole discretion destroy, all material respects with the requirements copies of the 1933 Act and prospectus covering the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, Shares in Subscriber’s possession and will confirm in writing (including by email) such return or destruction; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not contain any untrue statement of a material fact or omit apply (1) to state a material fact the extent Subscriber is required to be stated therein or necessary retain a copy of such prospectus (A) in order to make the statements thereincomply with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in light accordance with a bona fide pre-existing document retention policy, or (2) to copies stored electronically on archival servers as a result of the circumstances under which they were made, automatic data back-up (provided that such archival copies are not misleadingaccessed).

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement was declared effective by the Commission on January 30, 2026 (the “Effective Date”). The Company was at the time of the filing of the Registration Statement eligible to use Form F-1 and is herein called eligible to use Form F-1 on the "date hereof and on the Closing Date. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______, 2024 (the “Effective Date”). Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or the Prospectus Supplement, if any, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Preliminary Prospectus, the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus, the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [_______], 2022 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.suspending

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ________, 2022 (the "Effective Date"). The Company has filed with the Commission a Form 8-A (File Number 000-___) providing for the registration under the Exchange Act of the Closing Shares, the Option Shares, the Common Warrants, the Option Warrants and the Warrant Shares. The registration of the Closing Shares, the Option Shares, the Common Warrants, the Option Warrants and the Warrant Shares under the Exchange Act is effective as of the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, the Preliminary Prospectus." For purposes of , the Prospectus and any Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, or the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on "free writing prospectus" has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on June 4, 2020 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, all references or the issue date of the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ________, 2019 (the “Effective Date”). The Company has advised the Representative of all further material information (financial and other) with respect to the Company required to be set forth in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on , 2016 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). The Company has advised the Representative of all further material information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge use of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on April 22, 2013 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______, 2016 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Preliminary Prospectus or Prospectus, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _____, 2021 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, any Preliminary Prospectus." For purposes of , the Pricing Prospectus and the Prospectus. Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration StatementPricing Prospectus, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of any Rule 462(b) Registration Statement Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Public Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities is herein called Act and the "rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [____], 2024 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, Preliminary Prospectus and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ___________ (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 000-___) providing for the registration under the Exchange Act of the Common Stock and Warrants. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on September _, 2023 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [______], 2024 (the “Effective Date”). Any reference in this Agreement, all references Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Preliminary Prospectus or the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______, 2023 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Public Shares under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities is herein called Act and the "Prospectus." For purposes rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______ __, 2021 (the “Effective Date”). Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, all references or the issue date of the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [__________] (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 000-[___]) providing for the registration under the Exchange Act of Closing Shares and the Option Shares. The registration of the Closing Shares and the Option Shares under the Exchange Act is herein called effective as of the "date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, Preliminary Prospectus and the Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _____ __, 2019 (the “Effective Date”). Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or any Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ________, 2022 (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 000-___) providing for the registration under the Exchange Act of Closing Shares and the Option Shares. The registration of the Closing Shares and the Option Shares under the Exchange Act is herein called effective as of the "date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, the Preliminary Prospectus." For purposes of , the Prospectus and any Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, or the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [_____], 2025 (the “Effective Date”). The Company was at the time of the filing of the Registration Statement eligible to use Form F-1 and is herein called eligible to use Form F-1 on the "date hereof and on the Closing Date. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement”. The base prospectus and final prospectus supplement, in the form first furnished or made available to the Underwriters for use in connection with the offering confirmations of sales of the Shares, including the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities is Act prior to the time of the execution of this Agreement, are referred to herein called collectively as the "“Prospectus." ” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto ("EDGAR"collectively, “▇▇▇▇▇”). All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ” or "“stated" ” in the Registration Statement, any preliminary prospectus prospectus, the Prospectus or the Prospectus General Disclosure Package (as defined herein) (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 or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus prospectus, the Prospectus or the ProspectusGeneral Disclosure Package, as the case may be, prior to the execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus prospectus, the Prospectus or the Prospectus General Disclosure Package shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 “Exchange Act") ”), which is incorporated or is deemed to be incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectusprospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the CommissionGeneral Disclosure Package, as the case may be, complied in all material respects with at or after the requirements execution of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingthis Agreement.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _________ __, 2021 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or any Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 which were filed under the Exchange Act, on or before the date of this Agreement, all references or the issue date of the Prospectus; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus Statement or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on July 2, 2018 (the “Effective Date”), for the registration under the Securities Act of the Public Shares. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ______, 2021 (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 000-___) providing for the registration under the Exchange Act of Closing Shares, the Option Shares and the Warrant Shares. The registration of the Closing Shares, the Option Shares and the Warrant Shares under the Exchange Act is herein called effective as of the "date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, the Preliminary Prospectus and the Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [______], 2025 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus Statement or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ________ __, 2017 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Public Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities is herein called Act and the "rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [____], 2025 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, Preliminary Prospectus and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______, 2022 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus Statement or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _____, 2022 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). The registration of the Closing Shares and the Option Shares under the Exchange Act has been declared effective by the Commission on the date hereof. Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, all references or the issue date of the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on December 2, 2021 (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 001-41120) providing for the registration under the Exchange Act of the Common Stock and Warrants. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on April 19, 2023 (the “Effective Date”). Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on June 25, 2014 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______, 2018 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”) and was post-effectively amended by the Rule 462(b) Registration Statement which is herein called effective on the "date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on October 5, 2017 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Preliminary Prospectus, Prospectus or Prospectuses, for the registration of the Closing Shares under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities is herein called Act and the "rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [ ], 2021 (the “Effective Date”). The registration of the Common Stock under the Exchange Act has been declared effective by the Commission on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this AgreementAgreement to the Registration Statement, all references the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and any reference in this Agreement to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include refer to and include: (i) the copy filed with filing of any document under the Commission pursuant to its Electronic Data GatheringExchange Act after the Effective Date, Analysis the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and Retrieval system ("EDGAR")ii) any such document so filed. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus and the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [___], 2021 (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 001-[___]) providing for the registration under the Exchange Act of the ADSs and the Ordinary Shares underlying the ADSs. The registration of the Closing Shares and the Option Shares under the Exchange Act has been declared effective by the Commission on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with issue date of the Commission pursuant Preliminary Prospectus or the Prospectus, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information information, if any, which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. The Company will not, and any request on without the part prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any free writing prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 462(b405 under the Securities Act. A registration statement on Form F-6 (No. 333-259156) Registration Statement covering the registration of the ADSs under the Securities Act has (i) been prepared by the Company and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply Depositary in all material respects conformity with the requirements of the 1933 Securities Act and the 1933 rules and regulations thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. As used in this Agreement, “ADS Registration Statement” means such registration statement, as amended at the time it became effective under the Securities Act, including all exhibits thereto. The Commission has not issued any order suspending the effectiveness of the ADS Registration Statement, and no Proceeding for that purpose has been instituted or, to the Company’s knowledge, threatened by the Commission. The ADS Registration Statement, at the time it became effective under the Securities Act, (i) conformed in all respects to the requirements of the Securities Act Regulations and the rules and regulations thereunder and (ii) and did not and will not not, as of the applicable effective date, 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to All amounts payable by the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part respect of the Registration Statement as originally filed Securities shall be made free and clear of and without deduction for or as part on account of any amendment theretotaxes imposed, assessed or levied by Australia or any authority thereof or therein (except such income taxes as may otherwise be imposed by Australia on payments hereunder if the Underwriter’s net income is subject to tax by Australia or withholding, if any, with respect to any such income tax) nor are any taxes imposed in Australia on, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T virtue of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts execution or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by referencedelivery of, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed(other than stamp duty payable if such original documents are brought to, contain any untrue statement of executed in or produced before a material fact or omit to state a material fact required to be stated therein or necessary court in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingAustralia).

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [____], 2025 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, Preliminary Prospectus and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or Prospectus Supplement, if any, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on December 30, 2014 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on June 5, 2017 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement under the Securities Act, which became effective on February 10, 2020 (the “Effective Date”), for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements of Form S-3 under the Securities is herein called Act. The Registration Statement meets the "Prospectus." For purposes of requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus will meet the requirements set forth in Rule 424(b). Any reference in this Agreement, all references Agreement to the Registration Statement, Statement or any preliminary prospectusPreliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with the Commission documents incorporated by reference therein pursuant to its Electronic Data GatheringItem 12 of Form S-3 which were filed under the Exchange Act as of the Execution Date and the filing of any such prospectus; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or any Preliminary Prospectus, Analysis the Prospectus or any Prospectus Supplement shall be deemed to refer to and Retrieval system ("EDGAR")include the filing of any document under the Exchange Act after the date of this Agreement, or the filing of any such prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingfree writing prospectus. Neither the Prospectus nor any amendments or supplements thereto, The Company was at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part filing of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant eligible to Rule 424 use Form S-3. The Company is eligible to use Form S-3 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Securities Act and it meets the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, transaction requirements as applicable, and did not, when such documents were so filed, contain any untrue statement set forth in General Instruction I.B.1 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingForm S-3.

Registration Statement. The final prospectus in Company has filed with the form first furnished Commission the Registration Statement under the Securities Act, which became effective on July 21, 2020 (the “Effective Date”), for the registration under the Securities Act of the Securities. The Company is eligible to the Underwriters for use Form S-3 in connection with this offering. The Registration Statement meets the offering of requirements set forth in Rule 415(a)(1)(x) under the Securities is herein called Act and complies with said Rule and the "Prospectus." For purposes Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Company Registration Statement is herein referred to as a "Company Rule 462(b) Registration Statement," and after such filing the term "Company Registration Statement" shall include the Company Rule 462(b) Registration Statement. The final prospectus Form of Company Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form F-3 under the 1933 Act, but excluding any Trust Prospectus attached thereto, in the form first furnished to the Underwriters for use in connection with the offering of the Securities TrUEPrS is herein called the "Company Prospectus." For purposes of this AgreementIf Rule 434 is relied on, the terms "Company Prospectus" shall refer to the Company preliminary prospectus dated November __, 1998, together with any Company Term Sheet and all references in this Agreement to the Registration Statement, any preliminary prospectus, date of such Prospectus shall mean the Prospectus or any amendment or supplement to any date of the foregoing shall be deemed to include the copy applicable Company Term Sheet. The Company has filed with the Commission pursuant to its Electronic Data Gatheringa registration statement on Form F-6 and a related prospectus for the registration under the 1933 Act of the ADSs evidenced by the ADRs. Such registration statement and prospectus, Analysis at the time such registration statement became effective, in each case as then amended, are hereinafter called the "ADR Registration Statement" and Retrieval system (the "EDGAR")ADR Prospectus," respectively. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "contained," "included" or "stated" in the Company Registration Statement, any Company preliminary prospectus or the Company Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Company Registration Statement, any Company preliminary prospectus or the Company Prospectus, as the case may be; and shall be deemed to exclude all financial statements and schedules and other information which are included in any Trust preliminary prospectus or the Trust Prospectus which is attached to any Company preliminary prospectus or Company Prospectus; and all references in this Agreement to amendments or supplements to the Company Registration Statement, any Company preliminary prospectus or the Company Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act") which is incorporated by reference in the Company Registration Statement, such Company preliminary prospectus or the Company Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery)The Trust Prospectus, the Company Prospectus and the ADR Prospectus are herein called individually a "Prospectus" and collectively the "Prospectuses"; the Trust preliminary prospectus and the Company preliminary prospectus are herein called individually a "Preliminary Prospectus" and collectively the "Preliminary Prospectuses"; and the Trust Registration Statement, the Rule 462(b) Company Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the ADR Registration Statement or Prospectus made in reliance upon are called individually a "Registration Statement" and in conformity with information furnished to collectively the "Registration Statements." Each Trust preliminary prospectus will be accompanied by the then current Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Trust 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to will be filed as exhibits to the Registration Statement accompanied by the 1933 Act or the 1933 Act Regulations that have not been so filedthen current Company Prospectus. The documents which are incorporated by reference in any No Company preliminary prospectus or Company Prospectus will be separately distributed by the Prospectus or from which information is so incorporated by referenceTrust, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations Company or the 1934 Act and Underwriters. Capitalized terms used but not defined herein shall have the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, contain any untrue statement of a material fact or omit meanings assigned to state a material fact required to be stated therein or necessary them in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Trust Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingStatement.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on August 18, 2020 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ________ __, 2019 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement or the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus Statement or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Statement or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on July ___, 2019 (the “Effective Date”). The registration of the Closing Shares and the Option Shares under the Exchange Act has been declared effective by the Commission on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with issue date of the Commission pursuant Preliminary Prospectus or the Prospectus, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information information, if any, which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. The Company will not, and any request on without the part prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any free writing prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 405 under the 1933 Securities Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _________ __, 2022 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related prospectus or prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on , 2016 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 which were filed under the Securities Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on March 3, 2016 (the “Effective Date”). The registration of the Closing Shares and the Option Shares under the Exchange Act has been declared effective by the Commission on the date hereof. The Company has advised the Representatives of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with issue date of the Commission pursuant Preliminary Prospectus or the Prospectus, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information information, if any, which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. The Company will not, and any request on without the part prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentatives, prepare, use or refer to, any free writing prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 405 under the 1933 Securities Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on February __, 2022 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or any Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement under the Securities Act, which became effective on August 19, 2015 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities is herein called Act. The Registration Statement meets the "Prospectus." For purposes of requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the Execution Date, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the Execution Date, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on January 24, 2020 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on __________, 2023 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Prospectus shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on October 9, 2015 (the “Effective Date”). The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth in the Registration Statement and the Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or Statement and the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [__________], 2020 (the "Effective Date"). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, Preliminary Prospectus." For purposes of , and Prospectus. Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Preliminary Prospectus, Prospectus or such Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, any preliminary prospectus the Preliminary Prospectus, the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus, the Prospectus or any Rule 462(b) Registration Statement Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on "free writing prospectus" has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on November 17, 2021 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3. The Company has advised the Representatives of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Prospectus, the Preliminary Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with the Commission documents incorporated by reference therein pursuant to its Electronic Data GatheringItem 12 of Form S-3 which were filed under the Exchange Act, Analysis on or before the date of this Agreement, or the issue date of the Prospectus, the Preliminary Prospectus or the Prospectus Supplement, as the case may be; and Retrieval system ("EDGAR")any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus, the Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the, the Preliminary Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus, the Preliminary Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus, the Preliminary Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentatives, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement was declared effective by the Commission on October [●], 2020 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including the Preliminary Prospectus, the Prospectus and any Prospectus Supplements, for the registration of the Shares under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities is herein called Act and the "rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). The Company has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, the Preliminary Prospectus and the Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with the Commission documents incorporated by reference therein pursuant to its Electronic Data GatheringItem 12 of Form S-1 which were filed under the Exchange Act, Analysis on or before the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be; and Retrieval system ("EDGAR")any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Preliminary Prospectus or the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “Free Writing Prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementPlacement Agent, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on February 10, 2020. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [•], 2024 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement, if any, shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, if any, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement, if any, shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, if any, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement, if any (or and all other references of like import) ), shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934Supplement, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectusif any, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement, if any, has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on March 7, 2019 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 000-___________) providing for the registration under the Exchange Act of Closing Shares, the Option Shares and the Warrant Shares. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Items 11A and 12 of Form S-1 which were filed under the Securities Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on July 11, 2018 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on December 8, 2020 (the "Effective Date"). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Preliminary Prospectus, Prospectus or Prospectuses, for the registration of the Closing Shares and Warrants under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities is herein called Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [ ], 2021 (the "Effective Date"). The registration of the Common Shares under the Exchange Act has been declared effective by the Commission on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus.. Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and any reference in this Agreement to the terms "amend", "amendment" For purposes of this Agreement, all references or "supplement" with respect to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include refer to and include: (i) the copy filed with filing of any document under the Commission pursuant to its Electronic Data GatheringExchange Act after the Effective Date, Analysis the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and Retrieval system ("EDGAR")ii) any such document so filed. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus and the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on "free writing prospectus" has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement became effective in accordance with Section 8(a) of the Securities Act on _______, 202[5] (the “Effective Date”). The Company was at the time of the filing of the Registration Statement eligible to use Form F-1 and is herein called eligible to use Form F-1 on the "date hereof and on the Closing Date. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Preliminary Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on April 27, 2018 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Representative of all further information (financial and otherwise) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection with the offering offer and sale of the Securities is herein called and the "Prospectus." For purposes of Underwriters' Securities have been registered under the Registration Statement, and the Registration Statement remains effective and no stop order has been issued. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on "free writing prospectus" has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentatives, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on September 29, 2023 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ________ __, 2020 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references to Commission the Registration Statement, including any preliminary prospectusrelated Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [____], 2025 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, the Preliminary 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 ("EDGAR")Prospectus. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Preliminary Prospectus or the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on __________, 2021 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, the Prospectus shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in Company has filed with the form first furnished Commission the Registration Statement under the Securities Act, which became effective on February 12, 2018, for the registration under the Securities Act of the offer and sale of the Shares. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act with respect to the Underwriters for use in connection with the offering registration of the Shares thereunder. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities is herein called Act and complies with said Rule and the "Prospectus." For purposes of Prospectus Supplement will meet the requirements set forth in Rule 424(b). Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, the Disclosure Package or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with the Commission documents incorporated by reference therein pursuant to its Electronic Data GatheringItem 12 of Form S-3 which were filed under the Exchange Act, Analysis on or before the date of this Agreement, or the date of the Disclosure Package or the Prospectus , as the case may be; and Retrieval system ("EDGAR")any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the date of the Disclosure Package or the Prospectus , as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Disclosure Package or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is are included, or are incorporated by reference reference, in the Registration Statement, 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, any preliminary prospectus Disclosure Package or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Disclosure Package or the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at free writing prospectus. The Company will not, without the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements prior consent of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact Representative, prepare, use or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor refer to, any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on _______ __, 2020 (the “Effective Date”). Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, if any, which were filed under the Exchange Act, on or before the date of this Agreement, all references or the issue date of the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which information, if any, that is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Prospectus." For purposes Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ______, 2015 (the “Effective Date”). The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Preliminary Prospectus or Prospectus, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on January 11, 2021 (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File No. 001-39874) providing for the registration under the Exchange Act of the Common Stock and the Common Warrants and the registration under the Exchange Act of the Common Stock and Common Warrants has been declared effective by the Commission on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement, any Preliminary Prospectus." For purposes of , the Pricing Prospectus and the Prospectus. Any reference in this Agreement, all references Agreement to the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Pricing Prospectus, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Commission pursuant Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement shall be deemed to its Electronic Data Gatheringrefer to and include the filing of any document under the Exchange Act after the date of this Agreement, Analysis and Retrieval system ("EDGAR")or the issue date of any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration StatementPricing Prospectus, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of or any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusProspectus Supplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or the use of any Rule 462(b) Registration Statement Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company’s knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on July __, 2016 (the “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 001-________) providing for the registration under the Exchange Act of (i) the ADSs, (ii) the Warrants and (iii) the Ordinary Shares underlying the ADSs. The registration of the Closing Shares and the Option Shares under the Exchange Act has been declared effective by the Commission on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with issue date of the Commission pursuant Preliminary Prospectus or the Prospectus, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information information, if any, which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Preliminary Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. The Company will not, and any request on without the part prior consent of the Commission for additional information Representative, prepare, use or refer to, any free writing prospectus. For purposes of this Agreement, “free writing prospectus” has been complied withthe meaning set forth in Rule 405 under the Securities Act. At A registration statement on Form F-6 (No. 333-______) covering the respective times registration of the ADSs (the “ADS Registration Statement, any Rule 462(b”) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not has also been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleading.

Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection Company has filed with the offering Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities is herein called under the "Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (the “Effective Date”). The Company has advised the Representative of all further material information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus." For purposes of . Any reference in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementRepresentative, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.

Registration Statement. The final prospectus Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on April 11, 2017 (the “Effective Date”), for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has advised the Co-Representatives of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Underwriters for use Registration Statement and Prospectus Supplement. Any reference in connection with the offering of the Securities is herein called the "Prospectus." For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any preliminary prospectusreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR")be incorporated therein by reference. All references in this Agreement to financi▇▇ ▇▇atements financial statements and schedules and other information which is "“contained," "” “included" ,” “described,” “referenced,” “set forth” or "“stated" ” in the Registration Statement, any preliminary prospectus the Prospectus or the Prospectus Supplement (or and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, 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, any preliminary prospectus Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the ProspectusSupplement, as the case may be. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement the use of the Prospectus or the Prospectus Supplement has been issued under the 1933 Act issued, and no proceedings proceeding for that any such purpose have is pending or has been instituted or are pending initiated or, to the knowledge of the Company's knowledge, are contemplated is threatened by the Commission. For purposes of this Agreement, and any request on “free writing prospectus” has the part meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Commission for additional information has been complied with. At the respective times the Registration StatementCo-Representatives, prepare, use or refer to, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in free writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with 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 EDGAR, except to the extent permitted by Regulation S-T of the ▇▇▇▇ission ("Regulation S-T"). There are no contracts or other documents required to be filed as exhibits to the Registration Statement by the 1933 Act or the 1933 Act Regulations that have not been so filed. The documents which are incorporated by reference in any preliminary prospectus or the Prospectus or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder, as applicable, and did not, when such documents were so filed, 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, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the Commission, conform in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules and regulations thereunder, as applicable, 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, in light of the circumstances under which they were made, not misleadingprospectus.