Common use of Undertakings Clause in Contracts

Undertakings. 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statementthe registration statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission SEC by the Registrant registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statementthe registration statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrantregistrant’s annual report pursuant to Section section 13(a) or Section section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant registrant has been advised that in the opinion of the Commission SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in Filing Fee Table attached as an exhibit to the effective registration statementRegistration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant Company hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement registration statement or any material change to such information in this Registration Statementregistration statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.registration statement; (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.; and (c3) To remove from registration by means of file a post-effective amendment to remove from registration any of the securities being registered which that remain unsold at the termination of the offering. 2. (b) The undersigned Registrant Company hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the RegistrantCompany’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this Registration Statement registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant Company pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant Company of expenses incurred or paid by a director, officer or controlling person of the Registrant Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Undertakings. 1. a. The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-post effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities 1933 Act;. (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding Statement — notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statementthis Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(ia.(1)(i) and (1)(a)(iia.(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-post effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. b. The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrantregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. c. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.. 5.1 23.1 23.2 24.1 99.1

Undertakings. 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration StatementKBIMA agrees: (i) To include any prospectus required by Section 10(a)(3) to furnish the Investment Manager and the Company with quarterly statements of the Securities ActPortfolio, valued, for each security listed on any national securities exchange at the last quoted sale price on the valuation date reported on the composite tape or, in the case of securities not so reported, by the principal exchange on which the security is traded, and for any other security or asset in a manner determined in good faith by KBIMA to reflect its fair market value; (ii) To reflect to furnish statements to the Investment Manager and the Company evidencing any purchases and sales for the Portfolio as soon as practicable after such transactions have taken place; (iii) to maintain strict confidence in regard to the prospectus any facts or events arising after Portfolio; (iv) to provide to the effective date Investment Manager and the Company upon request a written report with respect to the voting of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end Proxies by KBIMA on behalf of the estimated maximum offering range may Fund. KBIMA shall provide such additional reports to the Investment Manager and the Company concerning the voting of Proxies on behalf of the Fund as shall be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statementreasonably requested; and (iiiv) To include to indemnify the Investment Manager and the Company against any losses, claims, damages, liabilities or expenses arising out of or based upon any untrue statement of any material information with respect to the plan of distribution not previously disclosed fact contained in this Registration Statement any registration statement, prospectus, proxy statement, report or other document, or any amendment or supplement thereto, or arising out of or based upon any omission to state therein any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information fact required to be included stated therein or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission was made in a post-effective amendment by those paragraphs is contained reliance upon and in periodic reports filed conformity with or information furnished to the Commission Investment Manager or the Company by KBIMA specifically for use in the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statementpreparation thereof. (b) ThatThe Investment Manager agrees: (i) to advise KBIMA of the investment objectives, policies and restrictions of the Fund and of any changes or modifications thereto and to notify KBIMA promptly of any other changes in the Portfolio of which KBIMA would not otherwise have knowledge; (ii) to advise KBIMA of any specific investment restrictions applicable to the Portfolio and to give KBIMA promptly written notice of any investments made for the purpose of determining any liability under Portfolio that the Securities Act, each such post-effective amendment shall be deemed Investment Manager deems to be a new registration statement relating in violation of such objectives or restrictions; (iii) to maintain in strict confidence and for use only with respect to the Portfolio all investment advice given by KBIMA; (iv) to take all actions necessary to effect delivery of the Proxy solicitations to KBIMA in a timely manner, including, but not limited to, effecting delivery of any Proxy solicitation received by a third party who may hold securities offered thereinon behalf of the Fund, and to verify, or to cause such third party to verify, at such time, that the offering number of shares of an issuer's securities indicated in a Proxy solicitation equals the number of shares of such issuer's securities at that time shall be deemed to be held by or for the initial bona fide offering thereof.benefit of the Fund as of the record date for voting the Proxies; and (cv) To remove from registration by means of a post-effective amendment not to hold KBIMA, and any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to its directors, officers and controlling persons employees, liable, under any circumstances for any error of judgment or other action taken or omitted by KBIMA in the good faith exercise of its powers hereunder or arising out of an act or omission of the Registrant pursuant to the provisions described under Item 6 aboveCustodian, or otherwiseof any broker-dealer or agent selected by KBIMA in good faith and in a commercially reasonable manner, the Registrant has excepting matters as to which KBIMA shall be finally adjudged to have been advised that guilty of willful misfeasance, bad faith, gross negligence, reckless disregard of duty or breach of fiduciary duty involving personal misconduct (all as defined in the opinion of the Commission such indemnification is against public policy as expressed 1940 Act). The federal and state securities laws impose liabilities under certain circumstances on persons who act in the Securities Act good faith, and is, therefore, unenforceable. In the event that therefore nothing herein shall in any way constitute a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred waiver or paid by a director, officer or controlling person of the Registrant in the successful defense limitation of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with rights which the undersigned may have under any Federal and state securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issuelaws.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5.1 23.1 23.2 24.1 99.1 99.2 O pinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation. C onsent of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (included in Exhibit 5.1). C onsent of Xxxxx Xxxxxxxx LLP, independent registered public accounting firm. P ower of Attorney (contained on signature page hereto). F orm of Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement. F orm of Accuray Incorporated Stand-Alone Inducement Stock Option Agreement. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 28th day of February, 2020. ACCURAY INCORPORATED By: /S/ XXXXXX X. XXXXXX KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Xxxxxx X. Xxxxxx and Xxxx Xxxxxxxxx and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and xxxxx, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /S/ XXXXXX X. XXXXXX /S/ XXXX HAMAMATSU President and Chief Executive Officer and Director (principal executive officer) Senior Vice President and Chief Financial Officer (principal financial officer) February 28, 2020 February 28, 2020 Xxxxx X. Xxxxxxx, Xx. Chairperson of the Board and Director /S/ XXXXXXXXX XXXXXX /S/ XXXX XXXXXXXXX, PH.D. Director February 28, 2020 Director February 28, 2020 /S/ XXXXX X. XXXXXXX Xxxxx X. Xxxxxxx Director February 28, 2020 /S/ XXXXXXX X. XXXXXXXXXX Director Director February 28, 2020 /S/ XXXXXX X. XXXXXXXX Director February 28, 2020 February 28, 2020 Accuray Incorporated 0000 Xxxxxxxxxx Xxxxxxx Sunnyvale, California 94089 RE: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about February 28, 2020 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (i) 380,859 shares of your common stock (“Common Stock”) available for issuance under the Accuray Incorporated Stand-Alone Inducement Restricted Stock Unit Agreement (the “RSU Award”) and (ii) 275,423 shares of Common Stock available for issuance under the Accuray Incorporated Stand-Alone Inducement Stock Option Agreement (together with the RSU Award, the “Awards”). Such shares of Common Stock are collectively referred to herein as the “Shares.” As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares under the Awards. It is our opinion that, when issued and sold in compliance with the prospectus delivery requirements and upon the terms and in the manner described in the Awards, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Sincerely, /s/ XXXXXX XXXXXXX XXXXXXXX & XXXXXX XXXXXX XXXXXXX XXXXXXXX & XXXXXX Professional Corporation We have issued our reports dated August 23, 2019 with respect to the consolidated financial statements and internal control over financial reporting of Accuray Incorporated included in the Annual Report on Form 10-K for the year ended June 30, 2019, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement. /s/ Xxxxx Xxxxxxxx LLP San Jose, California February 28, 2020 Participant must notify the Company by the fifteenth (15th) day of the month following the Date of Grant if he or she wishes to reject this Award. Otherwise, Participant will be deemed to have accepted the Award on the terms and conditions on which it is offered. N OTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Award Agreement, as follows: Grant Number Date of Grant February 28, 2020 Vesting Commencement Date February 28, 2020 Number of Restricted Stock Units V esting Schedule: Subject to Sections 5 and 15 of E xhibit A and any acceleration provisions set forth below, the Restricted Stock Units will vest in accordance with the following schedule: Twenty-five percent (25%) of the Restricted Stock Units will vest on each yearly anniversary of the Vesting Commencement Date (each, a “Vesting Date”), in each case subject to Participant continuing to be a Service Provider through the applicable Vesting Date. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately be forfeited and terminated. If Participant does not wish to receive this Award and/or does not consent and agree to the terms and conditions on which the Award is offered, as set forth in this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Award, attached hereto as E xhibit A, then Participant must reject the Award by notifying the Company at Accuray Incorporated, Attention Stock Administration, 1310 Chesapeake Terrace, Sunnyvale, CA 94089 no later than the fifteenth (15th) day of the month following the Date of Xxxxx, in which case the Award will be cancelled. Participant’s failure to notify the Company of his or her rejection of the Award within this specified period will constitute Participant’s acceptance of the Award and his or her agreement with all terms and conditions of the Award, as set forth in this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Award, attached hereto as E xhibit A. INDUCEMENT RSU AGREEMENT Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel, and fully understands all provisions of this Award Agreement. By accepting this Award, Participant hereby agrees (i) to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Award Agreement, (ii) to notify the Company upon any change in my residence address, and (iii) to the extent required by Section 10 of E xhibit A, the sale of Shares to cover the Tax-Related Items (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent.

Undertakings. 1. A. The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statementRegistration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(iA)(1)(i) and (1)(a)(iiA)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. B. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar X. Xxxxxxx as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To to reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statementRegistration Statement; and (iii) To to include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “#Calculation of Registration Fee” # table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s Registrant#s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 1934 Act (and, where applicable, each filing of an employee benefit plan’s plan#s annual report pursuant to Section 15(d) of the Exchange 1934 Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “‘‘Calculation of Registration Fee” ’’ table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statementthe registration statement; provided, however, that paragraphs (1)(a)(ia)(1)(i), (a)(1)(ii) and (1)(a)(iia)(1)(iii) will of this section do not apply if the registration statement is on Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statementthe registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. The undersigned Registrant hereby further undertakes that, for purposes Financial statements and information otherwise required by Section 10(a)(3) of determining any liability under the Securities ActAct need not be furnished, each filing provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Registrant’s annual report Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13(a) 13 or Section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 1934 that is are incorporated by reference in this Registration Statement Form F-3. (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be a new part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to the securities offered therein, and the an offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant made pursuant to the provisions described under Item 6 aboveRule 415(a)(1)(i), or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceedingvii) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.or

Undertakings. 1. The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “"Calculation of Registration Fee” " table in the effective registration statementRegistration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(i1)(i) and (1)(a)(ii1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement. (b2) That, for the purpose purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that the time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s 's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s 's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described under Item 6 aboveherein, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on October 25, 2001. CYTOGEN CORPORATION By: /s/ H. Joseph Reiser ------------------------------------- H. Joseph Reiser President anx Xxxxx Xxxxxtive Officer SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Cytogen Corporation, hereby severally constitute and appoint H. Joseph Reiser and Catherine M. Verna and each of them singly, our trxx xxx xxxxxx attoxxxxx xxxx xxxx xxwer to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Cytogen Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5.1 Opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation. 23.1 Consent of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Xxxxx Xxxxxxxx LLP, independent registered public accounting firm. 24.1 Power of Attorney (contained on signature page hereto).

Undertakings. 1. The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To to include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent represents a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statement; providedthe registration statement. Provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (b2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. The undersigned Registrant hereby undertakes: (a) To file, file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “"Calculation of Registration Fee” " table in the effective registration statementRegistration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i1) (i) and (1)(a)(ii1) will (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this the Registration Statement. (b) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of this chapter at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. 2. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrant’s 's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s 's annual report pursuant to Section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the a final adjudication of such issue.. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on the 16th day of December, 1998. EG&G, INC. By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx, Chairman of the Board and Chief Executive Officer We, the undersigned officers and directors of EG&G, Inc., hereby severally constitute Xxxx X. Xxxxxxxxx and Xxxxxx Xxxxx, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, the Registration Statement filed herewith and any amendments to said Registration Statement, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable EG&G, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Witness our hands and common seals on the date set forth below. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. - Board and Chief Xxxx X. Xxxxxxxxx Executive Officer (Principal Executive Officer) /s/ Xxxx X. Xxxxxxxxx, XX Senior Vice President December 16, 1998 - and Chief Financial Xxxx X. Xxxxxxxxx, XX Officer (Principal Financial Officer) /s/ Xxxxxxx X. Xxxxx Corporate Controller December 16, 1998 - (Principal Accounting Xxxxxxx X. Xxxxx Officer) /s/ Xxxx X. Xxxxxxxxx Director December 16, 1998 - Xxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxxx Director December 16, 1998 - Xxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxx Director December 16, 1998 - Xxxx X. Xxxx /s/ Xxxx X. Xxxxxx Director December 16, 1998 - Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxx Director December 16, 1998 - Xxxx X. Xxxxx /s/ Xxxxxxxx X. Xxxxxxx Director December 16, 1998 - Xxxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxx Director December 16, 1998 - Xxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx Director December 16, 1998 - Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxx Director December 16, 1998 - Xxxxxxx X. Xxxxx /s/ Xxxx Xxxxxx Xxxxxxxx Director December 16, 1998 - Xxxx Xxxxxx Xxxxxxxx /s/ G. Xxxxxx Xxx Director December 16, 1998 - G. Xxxxxx Xxx EXHIBIT NUMBER EXHIBIT - ------ ------- 4. (i) EG&G's Restated Articles of Organization, filed with the Massachusetts Secretary of the Commonwealth on July 31, 1995 were filed as an Exhibit to EG&G's Registration Statement on Form S-8, File No. 33-62805 and are herein incorporated by reference (ii) EG&G's By-laws as amended and restated on December 17, 1997 were filed as an Exhibit 3.2 to EG&G's Annual Report on Form 10-K, File No. 1-05075 for the fiscal year ending December 28, 1997 and are herein incorporated by reference (iii) The form of certificate used to evidence ownership of EG&G Common Stock, $1 par value, was filed as Exhibit 4(a) to EG&G's Registration Statement on Form S-3, File No. 2-69642 and is herein incorporated by reference (iv) The Rights Agreement, dated as of January 25, 1995 between EG&G, Inc. and The First National Bank of Boston was filed as Exhibit 4.1 to the Company's Form 8-K dated January 25, 1995 and is herein incorporated by reference 5. Opinion of Xxxxxx Xxxxx, Esquire, Senior Vice President, General Counsel and Clerk to EG&G, Inc.

Undertakings. 1. (a) The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To to include any prospectus required by Section section 10(a)(3) of the Securities Act; (ii) To to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “"Calculation of Registration Fee” " table in the effective registration statement; and; (iii) To to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statementthe registration statement; provided, however, that the undertakings set forth in paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statementthe registration statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s 's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-–effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities 1933 Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent represents a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statementthe registration statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-–effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section 13 or Section 15(d) of the Exchange 1934 Act that are incorporated by reference in this Registration Statementthe registration statement. (b2) That, for the purpose of determining any liability under the Securities 1933 Act, each such post-–effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-–effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities 1933 Act, each filing of the Registrantregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statementRegistration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this the Registration Statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Undertakings. 1. The undersigned Registrant undesigned registrants hereby undertakesundertake: (a1) To file, during any period in which offers or sales of the securities registered hereby are being made, a post-effective amendment to this Registration Statement: the registration statement: (i) To to include any prospectus required by Section section 10(a)(3) of the Securities Act of 1933 (the "Act; "); (ii) To to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) 42(b), if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “"Calculation of Registration Fee” " table in the effective registration statement; and and (iii) To to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statement; the registration statement, provided, however, that paragraphs (1)(a)(ii) and (1)(a)(iiii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant Company pursuant to Section section 13 or Section section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statementregistration statement. (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby further undertakes that(4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s registrant's annual report pursuant to Section section 13(a) or Section section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 1934 that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3(5) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (1) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 15 above, or otherwise, the Registrant has registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrants of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrants will, unless in the opinion of its their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.. SIGNATURES‌ Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford and State of Connecticut, on the 25th day of March, 1999. XEROX CORPORATION (Registrant) By: /s/ XXXX X. XXXXXXX* Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed by the following persons in the capacities indicated on March 25, 1999. SIGNATURE TITLE --------- ----- Principal Executive Officer: XXXX X. XXXXXXX* Chairman of the Board, Chief Executive and Director Principal Financial Officer: XXXXX X. XXXXXXX* Executive Vice President and Chief Financial Officer Principal Accounting Officer: XXXXXX X. XXXXXXXX* Vice President and Controller Directors: XXXXXXX XX:SON XXXXXXX XXXXXX X. XXXXXX, XX. XXXXXX XXXXXXXXX XXXXXX XXXXXX XXXXX X. XXXXXX N. T. XXXXXXXX, XX. XXXX X. XXXXXX XXXXXXXX X. XXXXX XXXXXX X. XXXXX XXXXXX X. XXXXXXXX

Undertakings. 1. (a) The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statementthe registration statement; provided, Provided however, that that: paragraphs (1)(a)(ia)(1)(i), (a)(1)(ii) and (1)(a)(iia)(1)(iii) will of this section do not apply if the registration statement is on Form S- 3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section section 13 or Section section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statementthe registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrantregistrant’s annual report pursuant to Section section 13(a) or Section section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Exhibit No. Description 4 .1 Amended and Restated Articles of Incorporation of Altisource Asset Management Corporation (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the Commission on January 5, 2017). 4 .2 Third Amended and Restated Bylaws of Altisource Asset Management Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 13, 2020). 4 .3 Form of Option Award Agreement by and between the Company and Xxxxxxxxx Xxxxxxxxxx. 4 .4* Form of Restricted Stock Award Agreement by and between the Company and Xxxxxxxxx Xxxxxxxxxx. 5 .1* Opinion of Xxxxxxxx Xxxxx Xxxxxxx, P.C. 2 3.1 Consent of Ernst & Young LLP.* 2 3.2 Consent of Deloitte & Touche LLP.* 2 3.3 Consent of Xxxxxxxx Xxxxx Xxxxxxx, P.C. (included in Exhibit 5.1 above). 2 4.1 Power of Attorney (included in this Registration Statement under “Signatures”). *Filed herewith.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andRegistration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statement; providedthe registration statement. Provided, however, that paragraphs (1)(a)(ia)(1)(i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statementherein. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant registrant hereby further undertakes that, for the purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrantregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 1934 that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statementthe registration statement; provided, Provided however, that that: paragraphs (1)(a)(ia)(1)(i), (a)(1)(ii) and (1)(a)(iia)(1)(iii) will of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section section 13 or Section section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statementthe registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant registrant hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrantregistrant’s annual report pursuant to Section section 13(a) or Section section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Exhibit No. Description 4.1 Amended and Restated Articles of Incorporation of Altisource Asset Management Corporation (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the Commission on January 5, 2017). 4.2 Third Amended and Restated Bylaws of Altisource Asset Management Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 13, 2020). 4.3* Form of Option Award Agreement by and between the Company and Xxxxxxxxx Xxxxxxxxxx. 4.4* Form of Restricted Stock Award Agreement by and between the Company and Xxxxxxxxx Xxxxxxxxxx. 5.1* Opinion of Xxxxxxxx Xxxxx Xxxxxxx, P.C. 23.1* Consent of Ernst & Young LLP.* 23.2* Consent of Deloitte & Touche LLP.* 23.3* Consent of Xxxxxxxx Xxxxx Xxxxxxx, P.C. (included in Exhibit 5.1 above). 24.1 Power of Attorney (included in this Registration Statement under “Signatures”). *Filed herewith.

Undertakings. 1. A. The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statement; providedthe registration statement. Provided, however, that paragraphs (1)(a)(iA)(1)(i) and (1)(a)(iiA)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statementregistration statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. B. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Undertakings. 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this the Registration Statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Filing Fee” table in the effective registration statementRegistration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.; (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered thereinherein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers officers, and controlling persons of the Registrant registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant registrant of expenses incurred or paid by a director, officer officer, or controlling person of the Registrant registrant in the successful defense of any action, suit suit, or proceeding) is asserted by such director, officer officer, or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statementregistration statement: (i) To include any prospectus required by Section section 10(a)(3) of the Securities ActAct of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement the registration statement (or the most recent post-post- effective amendment hereofthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statementthe registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement the registration statement or any material change to such information in this Registration Statement; provided, however, that paragraphs the registration statement; (1)(a)(i1) (i) and (1)(a)(iia)(1)(ii) will do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section section 13 or Section section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statementthe registration statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities ActAct of 1933, each filing of the Registrant’s annual report pursuant to Section section 13(a) or Section section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ActAct of 1934) that is incorporated by reference in this Registration Statement the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Undertakings. 1. (a) The undersigned Registrant hereby undertakes: (a1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus Prospectus required by Section 10(a)(3) of the Securities Act;Act of 1933. (ii) To reflect in the prospectus Prospectus any facts or events arising after the effective date of this the Registration Statement (or of the most recent postPost-effective amendment hereofEffective Amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 20% change in the maximum aggregate offering price set forth in the “"Calculation of Registration Fee” " table in the effective registration statement; and. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this the Registration Statement or any material change to such information in this the Registration Statement; provided. Provided, however, that paragraphs (1)(a)(i1)(i) and (1)(a)(ii1)(ii) will do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant registrant pursuant to Section section 13 or Section section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statementthe registration statement. (b2) That, for the purpose of determining any liability under the Securities ActAct of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under to provide at the Securities Act, closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 aboveforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: o For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. o For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.