Common use of Sale and Purchase of the Securities Clause in Contracts

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "“Contract Securities"”. The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives Representative(s) determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Debt Securities and/or number of Warrants, Purchase Contracts or Units to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. In addition, the Company grants to the Underwriters an option to purchase up to the principal amount or number of Option Securities specified in Schedule I hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Securities and is exercisable as provided in Section 3 hereof. The price of the Option Securities to the Underwriters shall equal the price of the Firm Securities set forth in Schedule I hereto. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "“Contract Securities". .” The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Debt Securities and/or number of each type of Warrant, Purchase Contract or Unit set forth in Schedule I hereto and the total principal amount of Debt Securities and/or total number of each type of Warrant, Purchase Contract Securities or Unit to be purchased pursuant to Delayed Delivery Contracts may not exceed the maximum principal amount and/or number set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Debt Securities and the number of each type of Warrant, Purchase Contract or Unit to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount or number which bears the same proportion to the total principal amount of Debt Securities and/or number of each type of Warrant, Purchase Contract Securities or Unit to be purchased pursuant to Delayed Delivery Contracts as the principal amount of Debt Securities and/or number of such type of Warrant, Purchase Contract or Unit set forth opposite the name of such Underwriter bears to the total principal amount of Debt Securities and/or number of such type of Warrant, Purchase Contract or Unit set forth in Schedule II hereto, except to the extent that the Representatives Representative(s) determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Debt Securities and/ or number of each type of Warrant, Purchase Contract or Unit to be purchased by all Underwriters shall be the total principal amount and/or number set forth in Schedule II hereto less the total principal amount of Debt Securities and/or number of such type of Warrant, Purchase Contract Securitiesor Unit to be purchased pursuant to Delayed Delivery Contracts.

Sale and Purchase of the Securities. The 2.01 Upon the terms and subject to the conditions herein contained, the Company agrees to sell and issue to each UnderwriterPurchaser, and each UnderwriterPurchaser agrees, on the basis of the representationsseverally and not jointly, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the purchase price set forth in Schedule I hereto“Closing” and the date of the Closing, the principal amount “Closing Date”) to occur immediately prior to the Effective Time (as such term is defined in the Merger Agreement), that number of Securities Shares (the “Closing Shares”) set forth opposite such Purchaser’s name on the name Schedule of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides Purchasers for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as aggregate Purchase Price set forth in Schedule II hereto, less under the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; heading “Subscription Amount;” provided, however, for any Purchaser that has provided notice to the total principal amount Company at least ten (10) Business Days prior to the Closing that such Purchaser would beneficially own (when aggregated with all Securities then beneficially owned by the Purchaser and its affiliates (as calculated pursuant to Section 13(d) of Securities the Exchange Act and Rule 13d-3 promulgated thereunder)) in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to be purchased purchase that number of Pre-Funded Warrants set forth opposite such Purchaser’s name on the Schedule of Purchasers in lieu of Shares in such manner to result in the same Subscription Amount being paid by all Underwriters such Purchaser. The “Beneficial Ownership Limitation” shall be 9.9999% of the total principal number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least two Business Days prior to the Closing (the “Wire Instructions Notice”). If so requested by the Company in the Wire Instructions Notice and agreed by the applicable Purchaser, the Subscription Amount of each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction of each of the closing conditions set forth in Section 6 below. In the event the Closing does not occur within three Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company and such Purchaser, the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than two Business Days thereafter) return the aggregate Purchase Price to each Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Purchaser. On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Closing Shares in book-entry form, and shall provide evidence of such issuance from the Company’s transfer agent as of the Closing Date to each Purchaser; provided that, as applicable with respect to any Pre-Funded Warrants, the Company shall deliver to each applicable Purchaser one or more Pre-Funded Warrants (if applicable), in physical form (.pdf being sufficient), free and clear of all restrictive and other legends (except as expressly provided in Article 7 hereof), evidencing the number of Pre-Funded Warrants set forth opposite such Purchaser’s name on the Schedule II hereto less of Purchasers within three (3) Trading Days after the total principal amount Closing. Notwithstanding anything to the contrary in this Agreement, (i) each Purchaser acknowledges that, as may be agreed among the Company and one or more Purchasers, such Purchasers may not be required to fund their respective Subscription Amounts until such Purchasers receive evidence of Contract Securitiesthe issuance of the Closing Shares and, if applicable, Pre-Funded Warrants on and as of the Closing Date and (ii) the Schedule of Purchasers may be amended by the Company and the affected Purchaser up to three (3) Business Days prior to the Closing, without the consent of the other parties hereto, to reflect the actual number of Shares and Pre-Funded Warrants purchased by each Purchaser at the Closing, provided that the Company shall provide to Purchasers such updated Schedule of Purchasers. 2.03 Notwithstanding the foregoing, for any Purchaser that has provided notice to the Company that this Section 2.03 shall apply to it, the Company shall not issue or sell, and the Purchaser shall not purchase or acquire, any Securities under this Agreement which, when aggregated with all Securities then beneficially owned by the Purchaser and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Purchaser of more than 14.9999% of the outstanding shares of Magenta Common Stock immediately after giving effect to the Closing and the consummation of the transactions contemplated by the Merger Agreement, and such Purchaser’s Subscription Amount shall be reduced accordingly.

Sale and Purchase of the Securities. The Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each UnderwriterPurchaser, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, Purchaser agrees to purchase from the Company, at the one or more closing (as set forth in Section 3): (i) that number of Preferred Shares set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth in Schedule I hereto, the principal amount opposite such Purchasers name and (ii) that number of Securities Warrants set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, equal to 20% of the shares of Common Stock which the Preferred Shares such Purchaser purchased are convertible into. The aggregate price paid by all Purchasers, as set forth on Schedule I, shall be referred to as the “Total Purchase Price.” At or prior to the Closing, each Purchaser will pay the aggregate purchase price set forth opposite such Purchaser’s name on Schedule I under the column “Total Purchase Price” by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing. On or before the Closing and pursuant to Section 6.9, the Company will instruct its transfer agent to deliver (x) a certificate representing the Preferred Shares as set forth on Schedule I and (y) a Warrant pursuant to which such Purchaser shall have the right to acquire up to such aggregate number of Warrant Shares as is set forth on Schedule I, in each case, duly executed on behalf of the Company and registered in the name of such Underwriter in Schedule II heretoPurchaser or its designee, except thatagainst delivery of the Total Purchase Price. The foregoing notwithstanding, if Schedule I hereto provides for the sale Purchaser has indicated to the Company at the time of Securities pursuant execution of this Agreement a need to delayed settle “delivery arrangementsversus payment”, the respective principal amounts of Securities Company shall deliver to be purchased by such Purchaser or such Purchaser’s designated custodian the Underwriters original stock certificates and Warrants on or prior to the Closing and, upon receipt the Purchaser shall be as set forth in Schedule II hereto, less wire the respective amounts of Contract Securities determined Total Purchase Price as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form third sentence of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securitiesthis Section 2.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, hereto except that, that if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto hereto, but with such changes therein as the Company may authorize or approve, and the . The Underwriters will endeavor to make such arrangements, and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date (as hereinafter defined), the fee set forth in Schedule I hereto with respect to the principal amount of Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable corporations or institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The 2.01 Upon the terms and subject to the conditions herein contained, the Company agrees to sell and issue to each UnderwriterPurchaser, and each UnderwriterPurchaser agrees, on the basis of the representationsseverally and not jointly, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at a closing to take place remotely, subject to the purchase price satisfaction or waiver of the closing conditions set forth in Schedule I heretoSection 6, via exchange of executed documents (the “Closing” and the date of the Closing, the principal amount “Closing Date”) to occur immediately prior to the Effective Time (as defined in the Merger Agreement) and conditioned upon the satisfaction or waiver of all conditions to the consummation of the Merger and the condition subsequent of the consummation of the Merger, that number of Securities (the “Closing Shares”) set forth opposite such Purchaser’s name on the Schedule of Purchasers for the aggregate Purchase Price set forth under the heading “Subscription Amount” (subject to adjustment for any stock split, reverse stock split or similar recapitalization transaction effected after the Effective Date and prior to the Closing, in accordance with Section 9.18 hereof). 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least three Business Days prior to the Closing (the “Wire Instructions Notice”), which Wire Instructions Notice shall include an express acknowledgement that the Company reasonably expects all conditions to the closing of the Merger under the Merger Agreement to be satisfied on the Closing Date. If so requested by the Company in the Wire Instructions Notice and agreed by the applicable Purchaser, the Subscription Amount of each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction of each of the closing conditions set forth in Section 6 hereof. In the event the Closing does not occur within three Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company and such Purchaser, the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than one Business Day thereafter) return the Subscription Amount to each Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Purchaser; provided that, unless this Agreement has been terminated pursuant to Section 9.13 hereof, such return of funds shall not terminate this Agreement or relieve the Company of its obligation to issue and sell, or of each Purchaser to purchase the Securities at the Closing. On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Closing Shares in book-entry form registered in the name of the Purchaser (or its nominee as instructed by the Purchaser) free and clear of any liens or other restrictions (other than those arising under applicable securities laws) in the name of such Underwriter Purchaser (or its nominee in Schedule II heretoaccordance with such Purchaser’s delivery instructions) on the Company’s share register, except and shall provide evidence of such issuance as of the Closing Date to each Purchaser. Notwithstanding anything to the contrary in this Agreement, each Purchaser acknowledges that, if Schedule I hereto provides for as may be agreed among the sale of Securities pursuant Company and one or more Purchasers, such Purchasers may not be required to delayed delivery arrangements, the fund their respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, Subscription Amounts until such Purchasers receive evidence from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance issuance of Delayed Delivery Contracts. The principal amount the Closing Shares on and as of Securities to be purchased by each Underwriter as set forth the Closing Date in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite book-entry form registered in the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to Purchaser (or its nominee as instructed by the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract SecuritiesPurchaser.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on On the basis of the representations, warranties and agreements herein contained, the Partnership proposes to issue and sell (i) the Debt Securities in one or more series, which series may vary as to their terms (including, but subject not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements), all of such terms for any particular series being determined at the time of sale, or (ii) Equity Securities. All or a portion of a particular series of the Debt Securities or the Equity Securities will be purchased by the Underwriters for resale upon terms of offering determined at the time of sale. The securities so to be purchased in any such offering are hereinafter referred to as the "Purchased Securities," and any firm or firms acting as representatives of such Underwriters are hereinafter referred to as the "Representatives." If with respect to the terms and conditions Purchased Securities such Representatives are acting on behalf of the Underwriters, references herein stated, agrees to purchase from the Company, at Underwriters (or a majority in interest thereof) or the purchase price set forth Representatives in Schedule I hereto, the principal amount of alternative shall be deemed to refer only to the Representatives. The term "Underwriters' Securities" means Debt Securities set forth opposite the name of such Underwriter in Schedule II hereto, except thatwhich are Purchased Securities other than Contract Securities. The term "Contract Securities" means Debt Securities which are Purchased Securities, if Schedule I hereto any, to be purchased pursuant to delayed delivery contracts referred to below. If this Agreement provides for the sale sales of Debt Securities pursuant to delayed delivery arrangementscontracts, the respective Partnership hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus (as hereinafter defined) pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (the "Delayed Delivery Contracts") but with such changes therein as the Partnership may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Partnership and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Partnership will pay the Underwriters in immediately available funds the fee set forth in the Underwriting Agreement in respect of the principal amounts amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If the Partnership executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Debt Securities to be purchased by the several Underwriters shall be as set forth in Schedule II hereto, less and the respective amounts aggregate principal amount of Contract Securities determined as provided below. Debt Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the Underwriters are herein sometimes called principal amount of Debt Securities set forth opposite each Underwriter's name in the "Underwriters' Securities" Underwriting Agreement, except to the extent that the Representatives, if any, determine that such reduction shall be otherwise and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities"so advise the Partnership. The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on On the basis of the representations, warranties and agreements herein contained, the Corporation proposes to issue and sell the Debt Securities in one or more series, which series may vary as to their terms (including, but subject not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements), all of such terms for any particular series being determined at the time of sale. All or a portion of a particular series of the Debt Securities will be purchased by the Underwriters for resale upon terms of offering determined at the time of sale. The securities so to be purchased in any such offering are hereinafter referred to as the “Purchased Securities,” and any firm or firms acting as representatives of such Underwriters are hereinafter referred to as the “Representatives.” If with respect to the terms and conditions Purchased Securities such Representatives are acting on behalf of the Underwriters, references herein stated, agrees to purchase from the Company, at Underwriters (or a majority in interest thereof) or the purchase price set forth Representatives in Schedule I hereto, the principal amount of alternative shall be deemed to refer only to the Representatives. The term “Underwriters’ Securities” means Debt Securities set forth opposite the name of such Underwriter in Schedule II hereto, except thatwhich are Purchased Securities other than Contract Securities. The term “Contract Securities” means Debt Securities which are Purchased Securities, if Schedule I hereto any, to be purchased pursuant to delayed delivery contracts referred to below. If this Agreement provides for the sale sales of Debt Securities pursuant to delayed delivery arrangementscontracts, the respective Corporation hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus (as hereinafter defined) pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (the “Delayed Delivery Contracts”) but with such changes therein as the Corporation may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Corporation and of the types set forth in the Pricing Disclosure Package and the Prospectus. On the Closing Date (as hereinafter defined), the Corporation will pay the Underwriters in immediately available funds the fee set forth in the Underwriting Agreement in respect of the principal amounts amount of Contract Securities to be sold pursuant to the Delayed Delivery Contracts. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If the Corporation executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Debt Securities to be purchased by the several Underwriters shall be as set forth in Schedule II hereto, less and the respective amounts aggregate principal amount of Contract Securities determined as provided below. Debt Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the Underwriters are herein sometimes called principal amount of Debt Securities set forth opposite each Underwriter’s name in the "Underwriters' Securities" Underwriting Agreement, except to the extent that the Representatives, if any, determine that such reduction shall be otherwise and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities"so advise the Corporation. The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The 2.01 Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each UnderwriterPurchaser, and each UnderwriterPurchaser agrees, on the basis of the representationsseverally and not jointly, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the purchase price “Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to the Effective Time (as such term is defined in the Merger Agreement), that number of Securities (the “Closing Shares”) set forth opposite such Purchaser’s name on Schedule I for the aggregate Purchase Price set forth under the heading “Subscription Amount” (the “Subscription Amount”). The Company’s agreements hereunder with each of the Purchasers are separate agreements, and the sales of the Securities to each of the Purchasers are separate sales. 2.02 At least two Business Days prior to the Closing, each Purchaser will pay the Subscription Amount set forth opposite such Purchaser’s name on Schedule I by wire transfer of U.S. dollars in immediately available funds in accordance with wire instructions to be provided by the Company to the Purchasers at least five Business Days prior to the Closing (the “Wire Instructions Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Company. The Subscription Amount of each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction (or, if applicable, waiver) of each of the closing conditions set forth in Schedule I heretoSection 6 below. On the Closing Date, the principal amount Company will issue, against payment of Securities set forth opposite the name aggregate Purchase Price, the Closing Shares. In the event the Closing does not occur within ten Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company and such Underwriter in Schedule II heretoPurchaser, except thatthe Company shall, if Schedule I hereto provides or shall cause the escrow agent for the sale Escrow Account to, promptly (but not later than two Business Days thereafter) return the aggregate Purchase Price to each Purchaser by wire transfer of Securities pursuant U.S. dollars in immediately available funds to delayed delivery arrangementsthe account specified by such Purchaser. Notwithstanding such return of the aggregate Purchase Price to Purchasers, (i) a failure to close on the respective principal amounts of Securities anticipated Closing Date shall not, by itself, be deemed to be purchased by a failure of any of the Underwriters shall be as conditions to Closing set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities Section 6 to be purchased by satisfied or waived on or prior to the Underwriters are herein sometimes called Closing Date, and (ii) unless and until this Agreement is terminated in accordance with Section 8.12 hereof, the "Underwriters' Securities" Purchasers shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to the Purchasers of a new Wire Instructions Notice and Securities (B) to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations consummate the Closing upon satisfaction of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount conditions set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract SecuritiesSection 6.

Sale and Purchase of the Securities. The 2.01 Upon the terms and subject to the conditions herein contained, the Company agrees to sell and issue to each UnderwriterPurchaser, and each UnderwriterPurchaser agrees, on the basis of the representationsseverally and not jointly, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the purchase price set forth in Schedule I hereto“Closing” and the date of the Closing, the principal amount “Closing Date”) to occur immediately prior to the Effective Time (as such term is defined in the Merger Agreement), that number of Securities set forth opposite such Purchaser’s name on the name Schedule of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides Purchasers for the sale aggregate Purchase Price set forth under the heading “Subscription Amount.” 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Securities pursuant Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to delayed delivery arrangementsthe Purchasers at least five Business Days prior to the Closing (the “Wire Instructions Notice”). If so requested by the Company or the Purchasers constituting a Purchaser Majority in the Wire Instructions Notice and agreed by the applicable Purchaser, the respective principal amounts Subscription Amount of Securities each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be purchased by released to the Underwriters shall be as Company only upon satisfaction of each of the closing conditions set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided Section 6 below. Securities to be purchased by In the Underwriters are herein sometimes called event the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations Closing does not occur within three Business Days of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially Closing Date specified in the form of Schedule III hereto but with such changes therein as the Company may authorize or approveWire Instructions Notice, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved unless otherwise agreed by the Company butand such Purchaser, except as the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than two Business Days thereafter) return the aggregate Purchase Price to each Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Purchaser. On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Securities in book-entry form, and shall provide evidence of such issuance from the Company’s transfer agent as of the Closing Date to each Purchaser. 2.03 Notwithstanding anything to the contrary in this Agreement, the (i) Schedule of Purchasers and (ii) the aggregate Subscription Amount may otherwise agreebe amended by the Company and the affected Purchaser (which may be a new Purchaser) prior to the effectiveness of the Registration Statement, without the consent of the other parties hereto, to reflect the actual number of Securities purchased by each Purchaser at the Closing, provided that (x) the Company shall provide to Purchasers such Delayed Delivery Contract must updated Schedule of Purchasers and (y) the aggregate Subscription Amount of all Purchasers after giving effect to such amendment shall not be for not less than the minimum principal amount set forth Total Subscription Amount. 2.04 In the event of any stock split, subdivision, dividend or distribution payable in Schedule I hereto shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the total principal amount Closing, each reference in this Agreement to a number of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity shares or performance of Delayed Delivery Contracts. The principal amount of Securities a price per share shall be deemed to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion amended to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of appropriately account for such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securitiesevent.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. The Underwriters have each agreed to the provisions contained in the Shearson Xxxxxx Brothers Inc. Agreement Among Underwriters Basic Provision for Offerings of Securities, dated as of May 15, 1985. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The 2.01 Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each UnderwriterPurchaser, and each UnderwriterPurchaser agrees, on the basis of the representationsseverally and not jointly, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the purchase price “Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to the Effective Time (as such term is defined in the Merger Agreement), that number of Securities (the “Closing Shares”) set forth opposite such Purchaser’s name on the Schedule of Purchasers for the aggregate Purchase Price set forth under the heading “Subscription Amount.” 2.02 At or prior to the Closing, each Purchaser will pay the Subscription Amount set forth opposite such Purchaser’s name on the Schedule of Purchasers by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least two Business Days prior to the Closing (the “Wire Instructions Notice”). If so requested by the Company in the Wire Instructions Notice, the Subscription Amount of each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction of each of the closing conditions set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided Section 6 below. Securities to be purchased by In the Underwriters are herein sometimes called event the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations Closing does not occur within three business days of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially Closing Date specified in the form of Schedule III hereto but with such changes therein as the Company may authorize or approveWire Instructions Notice, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved unless otherwise agreed by the Company butand such Purchaser, except as the Company may otherwise agreeshall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than two business days thereafter) return the aggregate Purchase Price to each Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Delayed Delivery Contract must be for not less than Purchaser. On the minimum principal amount set forth in Schedule I hereto and Closing Date, the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters Company will not have any responsibility in respect issue, against payment of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears aggregate Purchase Price, the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract SecuritiesClosing Shares.

Sale and Purchase of the Securities. The Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each UnderwriterPurchaser, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, Purchaser agrees to purchase from the Company, at the one or more closing (as set forth in Section 3): (i) that number of Preferred Shares set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth in Schedule I hereto, the principal amount opposite such Purchasers name and (ii) that number of Securities Warrants set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name. The aggregate price paid by all Purchasers, as set forth on Schedule I, shall be referred to as the “Total Purchase Price.” At or prior to the Closing, each Purchaser will pay the aggregate purchase price set forth opposite such Purchaser’s name on Schedule I under the column “Total Purchase Price” by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing. On or before the Closing and pursuant to Section 6.9, the Company will instruct its transfer agent to deliver (x) a certificate representing the Preferred Shares as set forth on Schedule I and (y) a Warrant pursuant to which such Purchaser shall have the right to acquire up to such aggregate number of Warrant Shares as is set forth on Schedule I, in each case, duly executed on behalf of the Company and registered in the name of such Underwriter in Schedule II heretoPurchaser or its designee, except thatagainst delivery of the Total Purchase Price. The foregoing notwithstanding, if Schedule I hereto provides for the sale Purchaser has indicated to the Company at the time of Securities pursuant execution of this Agreement a need to delayed settle “delivery arrangementsversus payment”, the respective principal amounts of Securities Company shall deliver to be purchased by such Purchaser or such Purchaser’s designated custodian the Underwriters original stock certificates and Warrants on or prior to the Closing and, upon receipt the Purchaser shall be as set forth in Schedule II hereto, less wire the respective amounts of Contract Securities determined Total Purchase Price as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form third sentence of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securitiesthis Section 2.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Debt Securities and/or number of Warrants, Purchase Contracts or Units to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. In addition, the Company grants to the Underwriters an option to purchase up to the principal amount or number of Option Securities specified in Schedule I hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Securities and is exercisable as provided in Section 3 hereof. The price of the Option Securities to the Underwriters shall equal the price of the Firm Securities set forth in Schedule I hereto. Securities to be purchased by the Underwriters are herein sometimes called the "UnderwritersUNDERWRITERS' SecuritiesSECURITIES" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". CONTRACT SECURITIES." The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsDELAYED DELIVERY CONTRACTS"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Debt Securities and/or number of each type of Warrant, Purchase Contract or Unit set forth in Schedule I hereto and the total principal amount of Debt Securities and/or total number of each type of Warrant, Purchase Contract Securities or Unit to be purchased pursuant to Delayed Delivery Contracts may not exceed the maximum principal amount and/or number set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Debt Securities and the number of each type of Warrant, Purchase Contract or Unit to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount or number which bears the same proportion to the total principal amount of Debt Securities and/or number of each type of Warrant, Purchase Contract Securities or Unit to be purchased pursuant to Delayed Delivery Contracts as the principal amount of Debt Securities and/or number of such type of Warrant, Purchase Contract or Unit set forth opposite the name of such Underwriter bears to the total principal amount of Debt Securities and/or number of such type of Warrant, Purchase Contract or Unit set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Debt Securities and/ or number of each type of Warrant, Purchase Contract or Unit to be purchased by all Underwriters shall be the total principal amount and/or number set forth in Schedule II hereto less the total principal amount of Debt Securities and/or number of such type of Warrant, Purchase Contract Securitiesor Unit to be purchased pursuant to Delayed Delivery Contracts.

Sale and Purchase of the Securities. The Company (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Trust agrees to sell to each Underwriter, and each UnderwriterUnderwriter agrees, on the basis of the representationsseverally and not jointly, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the CompanyTrust, at the a purchase price set forth in Schedule I heretoequal to 100% of the liquidation amount of the Preferred Securities, the principal aggregate liquidation amount of Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale plus such additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to delayed delivery arrangementsSection 8 hereof. (b) In addition, the respective principal amounts of Securities Trust grants to be purchased by the Underwriters shall be as set forth in Schedule II heretoan option to purchase from the Trust, less the respective amounts of Contract Securities determined as provided below. Securities at a purchase price equal to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations 100% of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, liquidation amount of the Underwriters are authorized to solicit offers to purchase Preferred Securities, or a portion thereof, from the Company pursuant up to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal an additional aggregate liquidation amount of Contract Option Securities may not exceed the maximum principal amount set forth indicated in Schedule I hereto. The Underwriters will not have any responsibility Such option is granted solely for the purpose of covering over-allotments in respect the sale of Firm Securities and is exercisable as provided in Section 4 hereof. Option Securities shall be purchased severally for the account of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth Underwriters in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount liquidation amounts of Contract Securities as the principal amount of Firm Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth Underwriters in Schedule II hereto, except . The respective purchase obligations of each Underwriter with respect to the extent that Option Securities shall be adjusted by the Representatives determine so that such reduction no Underwriter shall be otherwise obligated to purchase Option Securities other than in such proportion and so advise the Company in writing; provided, however, that the total principal a liquidation amount of Securities $1,000 or an integral multiple thereof. (c) As compensation to be purchased by all the Underwriters, the Corporation shall, on the First Closing Date and the Second Closing Date (as defined in Section 4 hereof) pay to the Representatives for the accounts of the several Underwriters shall be a commission equal to [2.6125]% of the total principal amount set forth in Schedule II hereto less the total principal aggregate liquidation amount of Contract Securitiesthe Preferred Securities sold by the Trust on such Closing Date.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on On the basis of the representations, warranties and agreements herein contained, the Company proposes to issue and sell (i) the Debt Securities in one or more series, which series may vary as to their terms (including, but subject not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements), all of such terms for any particular series being determined at the time of sale, or (ii) Equity Securities in one or more class or series, which series may vary as to their terms (including, but not limited to voting rights, dividends and conversion), all of such terms for a particular series being determined at the time of sale. All or a portion of particular series of the Debt Securities or of particular classes or series of the Equity Securities will be purchased by the Underwriters for resale upon terms of offering determined at the time of sale. The securities so to be purchased in any such offering are hereinafter referred to as the "Purchased Securities," and any firm or firms acting as representatives of such Underwriters are hereinafter referred to as the "Representatives." If with respect to the terms and conditions Purchased Securities such Representatives are acting on behalf of the Underwriters, references herein stated, agrees to purchase from the Company, at Underwriters (or a majority in interest thereof) or the purchase price set forth Representatives in Schedule I hereto, the principal amount of alternative shall be deemed to refer only to the Representatives. The term "Underwriters' Securities" means Debt Securities set forth opposite the name of such Underwriter in Schedule II hereto, except thatwhich are Purchased Securities other than Contract Securities. The term "Contract Securities" means Debt Securities which are Purchased Securities, if Schedule I hereto provides for the sale of Securities any, to be purchased pursuant to delayed delivery arrangementscontracts referred to below. If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the respective principal amounts of Contract Securities shall be deducted from the Debt Securities to be purchased by the several Underwriters shall be as set forth in Schedule II hereto, less and the respective amounts aggregate principal amount of Contract Securities determined as provided below. Debt Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the Underwriters are herein sometimes called principal amount of Debt Securities set forth opposite each Underwriter's name in the "Underwriters' Securities" Underwriting Agreement, except to the extent that the Representatives, if any, determine that such reduction shall be otherwise and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities"so advise the Company. The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on On the basis of the representations, warranties and agreements herein contained, the Partnership proposes to issue and sell (i) the Debt Securities in one or more series, which series may vary as to their terms (including, but subject not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements), all of such terms for any particular series being determined at the time of sale, or (ii) Equity Securities. All or a portion of a particular series of the Debt Securities or the Equity Securities will be purchased by the Underwriters for resale upon terms of offering determined at the time of sale. The securities so to be purchased in any such offering are hereinafter referred to as the “Purchased Securities,” and any firm or firms acting as representatives of such Underwriters are hereinafter referred to as the “Representatives.” If with respect to the terms and conditions Purchased Securities such Representatives are acting on behalf of the Underwriters, references herein stated, agrees to purchase from the Company, at Underwriters (or a majority in interest thereof) or the purchase price set forth Representatives in Schedule I hereto, the principal amount of alternative shall be deemed to refer only to the Representatives. The term “Underwriters’ Securities” means Debt Securities set forth opposite the name of such Underwriter in Schedule II hereto, except thatwhich are Purchased Securities other than Contract Securities. The term “Contract Securities” means Debt Securities which are Purchased Securities, if Schedule I hereto any, to be purchased pursuant to delayed delivery contracts referred to below. If this Agreement provides for the sale sales of Debt Securities pursuant to delayed delivery arrangementscontracts, the respective Partnership hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus (as hereinafter defined) pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (the “Delayed Delivery Contracts”) but with such changes therein as the Partnership may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Partnership and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Partnership will pay the Underwriters in immediately available funds the fee set forth in the Underwriting Agreement in respect of the principal amounts amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If the Partnership executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Debt Securities to be purchased by the several Underwriters shall be as set forth in Schedule II hereto, less and the respective amounts aggregate principal amount of Contract Securities determined as provided below. Debt Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the Underwriters are herein sometimes called principal amount of Debt Securities set forth opposite each Underwriter’s name in the "Underwriters' Securities" Underwriting Agreement, except to the extent that the Representatives, if any, determine that such reduction shall be otherwise and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities"so advise the Partnership. The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.