Common use of Conditions to the Agent’s Obligations Clause in Contracts

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o).

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and General Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ and the Shares shall have been approved for listing on NASDAQ, subject only to notice of issuance. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares Notes to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesNotes; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) The Notes shall either have been (i) approved for listing on the NYSE or (ii) the Company shall have submitted to the NYSE a Supplemental Listing Application for listing of the Notes on the NYSE at, or prior to, the issuance of any Placement Notice. (j) Trading in the 2024 Notes, 2028 Notes or the Notes shall not have been suspended on the NYSE. (k) The Notes shall be rated at least BBB- by Standard & Poor’s Ratings Services and at least BBB by ▇▇▇▇▇ Bond Rating Agency, Inc. (l) On or after each Applicable Time and each Settlement Date (i) no downgrading shall have occurred in the rating accorded to the Company’s debt securities (including the 2024 Notes, the 2028 Notes and the Notes) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities (including the 2024 Notes and Notes). (m) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Notes hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (n) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agent shall have received the opinion of 1940 Act Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (l) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agent by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become is effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, Prospectus or Prospectus any Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus or any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and General Counsel required to be delivered pursuant Section 6(o6(q) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o6(q). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(r) on or before the date on which such delivery of such opinion is required pursuant to Section 6(r). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such letter is required pursuant to Section 6(s). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(p) and Section 6(t) on or before the date on which delivery of such certificate is required pursuant to Section 6(p) and Section 6(t), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(u) on or before the date on which such delivery of such opinion is required pursuant to Section 6(u). (i) Trading in the Common Stock shall not have been suspended on NASDAQ and the Shares shall have been approved for listing on NASDAQ, subject only to notice of issuance. (j) All filings with the Commission required by Rule 497 or Rule 424, as applicable, under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497 or Rule 424, as applicable. (k) To the extent applicable, FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of (i) the Agent hereunder shall be with respect to any Shares that the Company has instructed the Agent to sell as sales agent on behalf of the Company and (ii) the Agent hereunder and under any Terms Agreement with respect to any Shares that the Agent has agreed to purchase or has the option to purchase as principal pursuant to any Terms Agreement are subject to (A) the continuing accuracy and completeness of the representations and warranties made of the Company, the General Partner and the Operating Partnership contained herein (1) as of each Representation Date, (2) as of each Recommencement Date, (3) as of each Applicable Time, (4) as of each Settlement Date and (5) as of the date such instructions are given to the Agent or the date of such Terms Agreement, as the case may be, (B) the performance in all material respects by the Company, the Adviser General Partner and the Administrator hereinOperating Partnership of their covenants and other obligations hereunder and, to if applicable, under such Terms Agreement, as the due performance by the Company of its obligations hereundercase may be, and to the continuing satisfaction (or waiver by the Agent in its sole discretionC) of the following additional further conditions: (a) The Registration Statement shall have become effective Subsequent to the execution and shall be available for the sale delivery of all Shares to be issued and sold hereunder.this Agreement: (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible downgrading, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (condition, financial or otherwise), or in the earnings, business or properties operations of the Company and Subsidiaries the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as that set forth in or contemplated in the Time of Sale Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, isthat, in the reasonable judgment of the Agent, so is material and adverse and that makes it, in the judgment of the Agent, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Agent shall have received on each date and within each time period specified in Section 6(m) hereof a certificate, dated such applicable date and signed by an executive officer of the Company on its own behalf and as General Partner of the Operating Partnership, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company, the General Partner and the Operating Partnership contained in this Agreement that are qualified by materiality are true and correct as of such applicable date and those not so qualified are true and correct in all material respects as of such applicable date and that the Company, the General Partner and the Operating Partnership have complied in all material respects with all of the agreements and satisfied all of the conditions on their respective parts to be performed or satisfied hereunder on or before such applicable date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to make it impractical or inadvisable to proceed with the offering or delivery proceedings threatened. (c) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion and 10b-5 letter of the Shares as contemplated by outside counsel for the Registration Statement (after giving effect Company, dated such applicable date, with respect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)matters identified in Exhibit A hereto. (d) The Agent shall have received the on each date and within each time period specified in Section 6(n) hereof an opinion of Company the outside counsel for the Agent, dated such applicable date, covering such matters as the Agent may reasonably request. (e) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the Maryland counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit B hereto. (f) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof an opinion of the special tax counsel for the Company, dated such applicable date, with respect to the matters identified in Exhibit C hereto. (g) The Agent shall have received on each date and within each time period specified in Section 6(n) hereof a certificate of the General Counsel required of the Company, dated such applicable date, with respect to be delivered pursuant the matters identified in Exhibit D hereto. (h) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and its Subsidiaries and certain financial information with respect to the Company and its Subsidiaries contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on or before any Settlement Date pursuant to any Terms Agreement shall use a “cut-off date” not earlier than two business days prior to the date on which such deliveries of such opinions are required Terms Agreement. (i) Upon commencement of the offering of Shares under this Agreement, the Company shall furnish or cause to be furnished promptly to the Agent a certificate of an executive officer of the Company, dated such date, in a form reasonably satisfactory to the Agent stating the minimum sales price per share, if any, for the sale of such Shares pursuant to this Agreement and the maximum aggregate offering price that may be issued and sold pursuant to this Agreement, as authorized from time to time by the Board or an authorized committee thereof, and the number of Shares that have been approved for listing subject to official notice of issuance, on NASDAQ. For the avoidance of doubt, the obligations of the Company under this Section 5(i) shall be suspended during any Suspension Period. (j) The Agent shall have received, on each date and within each time period specified in Section 6(o) hereof, a letter dated such applicable date, in form and substance reasonably satisfactory to the Agent, from each accountant who has certified financial statements of any businesses or properties acquired or proposed to be acquired by the Company or a Subsidiary included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, if any, for purposes of complying with Rule 3-05 or Rule 3-14 of Regulation S-X of the Securities Act, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to such financial statements and certain financial information with respect to such business or properties contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided, that the condition set forth in this Section 5(j) shall not apply if the financial statements of such businesses or properties are no longer included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (k) The Shares shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (l) The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 6(k).

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and General Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such letter is required pursuant to Section 6(p). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ and the Shares shall have been approved for listing on NASDAQ, subject only to notice of issuance. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares Notes to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesNotes; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and General Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) The Notes shall either have been (i) approved for listing on the NYSE or (ii) the Company shall have submitted to the NYSE a Supplemental Listing Application for listing of the Notes on the NYSE at, or prior to, the issuance of any Placement Notice. (j) Trading in the 2024 Notes shall not have been suspended on the NYSE. (k) The Notes shall be rated at least BBB- by Standard & Poor’s Ratings Services and at least BBB+ by ▇▇▇▇▇ Bond Rating Agency, Inc. (l) On or after each Applicable Time and each Settlement Date (i) no downgrading shall have occurred in the rating accorded to the Company’s debt securities (including the 2024 Notes and the Notes) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities (including the 2024 Notes and Notes). (m) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Notes hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (n) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, which is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agent shall have received the certificate required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such certificate is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NYSE. (j) All filings with the Commission required by Rule 424 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424. (k) To the extent required, FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (l) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agent by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and General Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such letter is required pursuant to Section 6(p). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ and the Shares shall have been approved for listing on NASDAQ, subject only to notice of issuance. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Maryland Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agent shall have received the opinion of 1940 Act Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (l) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agent by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The obligations of Agent's obligation to sell the Agent Shares and close hereunder shall be subject to the continuing accuracy and completeness of the condition that all representations and warranties made by and other statements herein of the CompanyCompany are true and correct, the Adviser and the Administrator herein, to the due performance by condition that the Company shall have performed all of its obligations hereunder theretofore to be performed prior to the sale of the Shares and closing hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement has been declared effective by the Commission (and the date of effectiveness shall be referred to herein as the "Effective Date"). All filings required by Rules 424, 430A and 434 under the Act shall have become effective and been timely made. No stop order suspending the effectiveness thereof shall be available for the sale of all Shares to be have been issued and sold hereunder. (b) None no proceeding for that purpose shall have been initiated or, to the knowledge of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance Agent, threatened by the Commission or any other federal state securities commission or state governmental authority of any stop order suspending the effectiveness similar regulatory body. Any request of the Registration Statement or the initiation of any proceedings Commission for that purpose, including any notice objecting additional information (to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made be included in the Registration Statement or the Prospectus untrue in any material respect or otherwise) shall have been complied with to the satisfaction of the Agent and its legal counsel. (b) The Agent shall not have advised the Company that requires the making of any changes in the Registration Statement or Prospectus so thatProspectus, in the case of the Registration Statementor any amendment thereof or supplement thereto, it will not contain contains any untrue statement of a fact which is material fact or omit omits to state any a fact which is material fact and is required to be stated therein or is necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; and (vprovided, however, that this Section 8(b) the Company’s reasonable determination that a post-effective amendment shall not apply to statements in, or omissions from, the Registration Statement would be appropriateor Prospectus or any amendment thereof or supplement thereto, which are based upon and conform to written information furnished to the Company by the Agent specifically for use in the preparation of the Registration Statement or the Prospectus, or any such amendment or supplement. (c) There Subsequent to the Effective Date, and except as contemplated or referred to in the Prospectus, the Company shall not have been incurred any changedirect or contingent liabilities or obligations material to the Company, or entered into any development involving a prospective changematerial transactions, in except liabilities, obligations or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the exercise of options or warrants described in the Registration Statement and the Prospectus), or any change in the short-term debt or long-term debt (including capitalized lease obligations) of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any change or any development involving a prospective change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company, otherwise than as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) Prospectus, the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make Agent makes it impractical impracticable or inadvisable to proceed with the offering or the delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)being delivered. (d) The Agent shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Company, dated the Closing Date, addressed to the Agent covering certain corporate matters to the effect that: (i) The Company Counsel as been duly incorporated and is validly existing in good standing under the laws of the State of Colorado; has the corporate power to own, lease and operate its properties and conduct its businesses as described in the Prospectus; and is duly qualified to do business as a foreign corporation in good standing in all jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification and in which the failure to be so qualified or in good standing would have a material adverse effect on condition (financial or otherwise), shareholders' equity, results of operations, business, properties or prospects of the Company. (ii) The Company has the number of authorized and outstanding shares of capital stock of the Company as set forth under the caption "Capitalization" of the Prospectus, and all issued and outstanding capital stock of the Company has been duly authorized and is validly issued, fully paid and nonassessable. There are no statutory preemptive rights, or to the best knowledge of such counsel, no similar subscription or purchase rights of securities holders of the Company with respect to issuance or sale of the Shares and the Warrants by the Company pursuant to this Agreement, and no rights to require registration of shares of Common Stock or other securities of the Company because of the filing of the Registration Statement exist. The Shares and the Warrants conform as to matters of law in all material respects to the description of such made in the Prospectus, and such description accurately sets forth the material legal provisions thereof required to be delivered pursuant Section 6(oset forth in the Prospectus. (iii) on The Shares have been duly authorized and, upon delivery to the Agent against payment therefor, will be validly issued, fully paid and nonassessable. (iv) The Warrants have been duly authorized and issued and constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or before similar laws effecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Common Stock issuable upon exercise of the date on which such deliveries Warrants has been duly authorized and reserved by the Company and when issued as provided for in the Warrants, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof in the Prospectus. (v) The certificates evidencing the Shares comply as to form with the applicable provisions of such opinions are required pursuant the laws of the State of Colorado. (vi) The Agent's Warrant has been duly authorized and issued and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws effecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Common Stock issuable upon exercise of the Agent's Warrant has been duly authorized and reserved by the Company and when issued as provided for in the Agent's Warrant, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to Section 6(o)the description thereof in the Prospectus.

Conditions to the Agent’s Obligations. The obligations obligation of the Agent hereunder shall be to consummate the transactions contemplated by this Agreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Initial Closing Date, is subject to (i) the continuing accuracy and completeness correctness on the Initial Closing Date of the representations and warranties made by of the Company, the Adviser and the Administrator other parties hereto contained herein, to (ii) the due accuracy and correctness on the Initial Closing Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the Company other parties hereto of its obligations hereundertheir respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Initial Closing Date, and to (iv) the continuing satisfaction (satisfaction, or waiver by the Agent in its sole discretion) Agent, of all of the following additional conditionsconditions on or prior to the Initial Closing Date: (a) The Registration Statement Each of the Operative Agreements to be entered into as of the Initial Closing Date shall have become effective been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be available for in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the sale transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of all Shares each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to be issued and sold hereunder.enable the Lessor's counsel to render its opinion referred to in SECTION 6.2(F) hereof; (b) None The satisfaction of each of the following events shall have occurred conditions set forth in SECTIONS 6.1(B), (C), (E), (F) AND (H) and be continuing: SECTIONS 6.2(D), (iE) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesAND (F) hereof; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting In the condition (financial or otherwise), earnings, business or properties reasonable opinion of the Company Agent and Subsidiaries taken as a wholeits counsel, whether or not arising from the transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect Operative Agreements do not and will not violate any material Legal Requirements and do not and will not subject the Agent to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment materially adverse regulatory prohibitions or supplement thereto)constraints. (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o).

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Maryland Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such letter is required pursuant to Section 6(p). (f) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(q) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(q), respectively. (g) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(r) on or before the date on which such delivery of such opinion is required pursuant to Section 6(r). (h) Trading in the Common Stock shall not have been suspended on Nasdaq. (i) All filings with the Commission required by Rule 497 to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (j) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (k) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agent by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares Notes to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesNotes; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) The Notes shall either have been (i) approved for listing on the NYSE or (ii) the Company shall have submitted to the NYSE a Supplemental Listing Application for listing of the Notes on the NYSE at, or prior to, the issuance of any Placement Notice. (j) Trading in the 2024 Notes, 2028 Notes, 2029 Notes or the Notes shall not have been suspended on the NYSE. (k) The Notes shall be rated at least BBB- by Standard & Poor’s Ratings Services and at least BBB by ▇▇▇▇▇ Bond Rating Agency, Inc. (l) On or after each Applicable Time and each Settlement Date (i) no downgrading shall have occurred in the rating accorded to the Company’s debt securities (including the 2024 Notes, the 2028 Notes, the 2029 Notes and the Notes) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities (including the 2024 Notes, the 2028 Notes, the 2029 Notes and the Notes). (m) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Notes hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (n) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares Notes to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesNotes; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) The Notes shall either have been (i) approved for listing on the NYSE or (ii) the Company shall have submitted to the NYSE a Supplemental Listing Application for listing of the Notes on the NYSE at, or prior to, the issuance of any Placement Notice. (j) Trading in the 2024 Notes, the 2028 Notes, the 2029 Notes or the Notes shall not have been suspended on the NYSE. (k) The Notes shall be rated at least BBB- by Standard & Poor’s Ratings Services and at least BBB by ▇▇▇▇▇ Bond Rating Agency, Inc. (l) On or after each Applicable Time and each Settlement Date (i) no downgrading shall have occurred in the rating accorded to the Company’s debt securities (including the 2024 Notes, the 2028 Notes, the 2029 Notes and the Notes) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities (including the 2024 Notes, the 2028 Notes, the 2029 Notes and Notes). (m) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Notes hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (n) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator Company herein, to the due performance by the Company of its obligations hereunder, hereunder and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by the Agent and (ii) all Placement Shares contemplated to be issued and sold hereunderby the Placement Notice relating to such Placement. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission Commission, a Canadian Qualifying Authority or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement Statement, the Prospectus or the Canadian Prospectus relating to or affecting the Placement Shares; (ii) the issuance by the Commission Commission, a Canadian Qualifying Authority or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or Canadian Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act Canadian Prospectus having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the CommissionCommission or a Canadian Qualifying Authority; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus or Canadian Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus or Canadian Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus or Canadian Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There The Agent shall not have advised the Company that the Registration Statement or Prospectus or Canadian Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding the Agent that in the Agent’s opinion is material, or omits to state a fact regarding the Agent that in the Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading. (d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Effect, or any development involving that may reasonably be expected to cause a prospective changeMaterial Adverse Effect, or a downgrading in or affecting the condition (financial or otherwise), earnings, business or properties withdrawal of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect rating assigned to any amendment of the Company’s securities by any rating organization or supplement thereto) a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities, the effect of which, isin the case of any such action by a rating organization described above, in the reasonable sole judgment of the AgentAgent (without relieving the Company of any obligation or liability it may otherwise have), is so material and adverse as to make it impractical impracticable or inadvisable to proceed with the offering or delivery of the Placement Shares as on the terms and in the manner contemplated by in the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)Prospectus. (de) The Agent shall have received the opinion of Company Counsel, opinion of Canadian Counsel and the Title Opinions required to be delivered pursuant Section 6(o7(k) on or before the date on which such deliveries delivery of such opinions are required pursuant to Section 6(o7(k). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(l) on or before the date on which such delivery of such letter or certification is required pursuant to Section 7(l). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 7(j) and Section 7(m) on or before the date on which delivery of such certificate is required pursuant to Section 7(j) and Section 7(m), respectively. (h) Trading in Common Stock shall not have been suspended on the Exchange or the TSX. FINRA shall not have objected to the fairness or reasonableness of the terms or arrangements under this Agreement. (i) On each date on which the Company is required to deliver a certificate pursuant to Section 7(j), the Company shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably request, including without limitation a certificate of the Secretary of the Company. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Company will furnish the Agent with such conformed copies of such opinions, certificates, letters and other documents as the Agent shall reasonably request. (j) All filings with the Commission required by the applicable paragraph of Rule 424(b) under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by the applicable paragraph of Rule 424(b). (k) The Placement Shares shall have been conditionally approved for listing on the Exchange and the TSX, subject only to notice of issuance and delivery of customary post-issuance documentation, or the Company shall have filed an application for listing of the Placement Shares on the Exchange and the TSX at, or prior to, the issuance of any Placement Notice.

Conditions to the Agent’s Obligations. The obligations of the Agent Agents hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent Agents in its their sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent Agents shall have received the opinion opinions of Company Counsel and Maryland Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agents shall have received the Comfort Letter required to be delivered pursuant to Section 6(p) on or before the date on which such delivery of such letter is required pursuant to Section 6(p). (f) The Agents shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(q) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(q), respectively. (g) The Agents shall have received the opinion of Agents Counsel required to be delivered pursuant to Section 6(r) on or before the date on which such delivery of such opinion is required pursuant to Section 6(r). (h) Trading in the Common Stock shall not have been suspended on Nasdaq. (i) [Reserved.] (j) If applicable, FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (k) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agents by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The Company, the Bank and the Agent agree that obligations of the Agent hereunder shall be are subject to the continuing accuracy and completeness of the representations and warranties made by of the Company, the Adviser Company and the Administrator hereinBank contained herein as of the date hereof and the Closing Time, to the due accuracy of the statements of officers and directors of the Company and the Bank made pursuant to the provisions hereof, to the performance by the Company and the Bank of its their obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional further conditions: (a) The Registration Statement shall have become effective and shall be available for at or before the sale date of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statementthis Agreement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any no stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for shall have been issued, and prior to that purposetime, including any notice objecting no stop order proceeding shall have been initiated or, to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company’s knowledge, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension . Any request of the qualification or exemption from qualification Commission for inclusion of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made additional information in the Registration Statement or the Prospectus untrue in or otherwise shall have been complied with to the reasonable satisfaction of the Agent and the Company. The Company shall not have filed with the Commission the Prospectus or any material respect amendment or that requires the making of any changes in supplement to the Registration Statement or the Prospectus so without consent of the Agent, which consent shall not have been unreasonably withheld or delayed. The Agent shall not have discovered and disclosed to the Company, on or prior to the date of this Agreement, that the Registration Statement, the General Disclosure Package or the Prospectus or any amendment or supplement to the Registration Statement, the General Disclosure Package or the Prospectus contains an untrue statement of a fact that, in the case reasonable opinion of the Agent, is material or omits to state a fact that, in the reasonable opinion of the Agent, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) At the Closing Time, the Agent shall have received: (i) The favorable opinion, dated as of the Closing Time, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., acceptable to Agent and in form and substance satisfactory to counsel for Agent, as set forth in Exhibit A. (ii) The letter of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. in form and substance to the effect that during the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. participated in conferences with certain officers of and other representatives of the Company and the Bank, counsel to Agent, representatives of the independent public accounting firm for the Company and representatives of Agent at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 9(b)(i) hereof) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and Prospectus, on the basis of the foregoing, nothing has come to the attention of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. that caused ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. to believe that (A) the Registration Statement at the time it will not contain was declared effective by the Commission, (B) the General Disclosure Package as of the time and date as of which subscription ratio and subscription price were determined and as of the date of such letter and (C) the Prospectus, as of its date and as of the date of such letter, contained or contains any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that counsel need express no comment or opinion with respect to the financial statements, schedules and other financial and statistical data included in the Registration Statement, the Prospectus or the General Disclosure Package). (iii) The favorable opinion, dated as of the Closing Time, of ▇▇▇▇▇▇ & Bird LLP, with respect to such matters as the Agent may reasonably require, in form and substance satisfactory to counsel for Agent, as set forth in Exhibit B. The opinion may be limited to matters governed by laws of the United States. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the United States, to the extent such counsel deems proper and specified in such opinion, upon the opinion of counsel reasonably acceptable to the Agent, as long as such other opinion indicates that the Agent may rely on the opinion, (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and the Bank and public officials; and (C) the opinion of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. (iv) The letter of ▇▇▇▇▇▇ & Bird LLP, counsel for Agent, in form and substance to the effect that during the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, ▇▇▇▇▇▇ & Bird LLP participated in conferences with certain officers of and other representatives of the Company, counsel to the Company, representatives of the independent registered public accounting firm for the Company and representatives of Agent at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 9(b)(iii)) ▇▇▇▇▇▇ & Bird LLP has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and Prospectus, on the basis of the foregoing, nothing has come to the attention of ▇▇▇▇▇▇ & Bird LLP that caused ▇▇▇▇▇▇ & Bird LLP to believe that (A) the Registration Statement at the time it was declared effective by the Commission and (B) the General Disclosure Package as of the time and date as of which subscription ratio and subscription price were determined and as of the date of such letter, contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that counsel need express no comment or opinion with respect to the financial statements, notes to financial statements, schedules and other financial and statistical data included in the Registration Statement, the Prospectus or the General Disclosure Package). (c) Concurrently with the execution of this Agreement, Agent shall receive a letter from (i) Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA, dated the date hereof and addressed to Agent, such letter confirming that Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA is a firm of independent public accountants within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, the Securities Act and the Securities Act Regulations and 12 C.F.R. Section 571.2(c)(3), and no information concerning its relationship with or interests in the Company is required by Item 13 of the Registration Statement, and stating in effect that in Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA’s opinion the financial statements of the Company included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and generally accepted accounting principles consistently applied; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a reading of the minutes of the meetings of the Board of Directors of the Company, the Audit Committee, a review of the unaudited interim financial information as of and for the interim period ending March 31, 2008 and the latest available unaudited quarterly financial statements of the Company prepared by the Company which shall be in accordance with Statement on Auditing Standards No. 100, and consultations with officers of the Company responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements and financial information included in the section titled “Recent Developments” are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (B) during the period from the date of the Recent Developments information included in the Prospectus to a date not more than three business days prior to the date of the Prospectus there was any increase in non-performing loans, special mention loans, borrowings (defined as advances from the FHLB of Atlanta, securities sold under agreements to repurchase and any other form of debt other than deposits) of the Company or decrease in assets, deposits, loan losses allowances, equity or retained earnings of the Company or there was any decrease in net income, non-interest income, tax expense, net interest income, net interest income after provision for loan losses or provision for loan losses of the Company or any increase in non-interest expense for the number of full months commencing immediately after the Recent Developments period and ended on the last month-end prior to the date of the Prospectus as compared to the corresponding period in the preceding year, which was material to the financial position or results of operations of the Company; and (iii) stating that, in addition to the audit examination referred to in its opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (c), they have compared with the general accounting records of the Company, which are subject to the internal controls of the accounting system of the Company and other data prepared by the Company directly from such accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as Agent may reasonably request, and they have found such amounts and percentages to be in agreement therewith (subject to rounding). (d) At the Closing Time, Agent shall receive a letter from Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA dated as of the Closing Time, addressed to Agent, confirming the statements made by in their letter delivered by it pursuant to subsection (c) of this Section 9, the “specified date” referred to in clause (ii)(B) of such subsection to be a date specified in such letter, which shall not be more than three (3) business days prior to the Closing Time. (e) At the Closing Time, counsel to Agent shall have been furnished with such documents and opinions as counsel for Agent may require for the purpose of enabling them to advise Agent with respect to the issuance and sale of the Common Stock as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained. (f) At the Closing Time, Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of the Company and the Bank, dated the Closing Time, without personal liability to the effect that: (i) they have examined the Prospectus and at the time the Prospectus became authorized for final use, the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the financial condition, results of operation, capital, properties or business affairs of the Company and the Bank, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the representations and warranties contained in Section 5 of this Agreement are true and correct with the same force and effect as though made at and as of the Closing Time; (iv) the Company has complied in all material respects with all material agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time including the conditions contained in this Section 9; and (v) no stop order has been issued or, to their knowledge, is threatened, by the Company’s reasonable determination that a post-effective amendment to Commission or any other governmental body. (g) The Company shall not have sustained, since the date of the latest financial statements included in the Registration Statement would be appropriate. (c) There and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material change, or any development involving a prospective changematerial change in, in or affecting the condition (general affairs of, management, financial or otherwise)position, retained earnings, business long-term debt, shareholders’ equity or properties results of operations of the Company and Subsidiaries taken as a wholeCompany, whether or not arising from transactions in the ordinary course of business, except otherwise than as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) Registration Statement and the Prospectus, the effect of which, isin any such case described above, is in the Agent’s reasonable judgment of the Agent, so sufficiently material and adverse as to make it impractical impracticable or inadvisable to proceed with the offering or delivery of Stock Offering on the Shares as terms and in the manner contemplated by in the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)Prospectus. (dh) The Prior to and at the Closing Time: (i) in the reasonable opinion of Agent there shall have been no material adverse change in the financial condition or in the earnings, operations, capital, properties or business affairs of the Company and the Bank, considered as one enterprise, from and as of the latest dates as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transaction entered into by the Company or the Bank, independently or considered as one enterprise, from the latest date as of which the financial condition of the Company is set forth in the Prospectus, other than transactions referred to or contemplated therein; (iii) neither the Company nor the Bank shall have received from the opinion FDIC or the OTS any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied with in all material respects (which direction, if any, shall have been disclosed to Agent) and which would reasonably be expected to have a Material Adverse Effect on the Company Counsel required and the Bank, considered as one enterprise; (iv) neither the Company nor the Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to be delivered pursuant Section 6(oany material outstanding indebtedness; (v) on no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the date knowledge of the Company or the Bank, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect on which such deliveries the Company and the Bank, considered as one enterprise; and (vi) the Securities shall have been qualified or registered for offering and sale or issuance under the securities or “blue sky” laws of such opinions are required pursuant the jurisdictions requested by Agent. (i) At or prior to Section 6(o).the Closing Date, the Agent shall receive (i) a copy of t

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and General Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ and the Shares shall have been approved for listing on NASDAQ, subject only to notice of issuance. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, Company and the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions opinion are required pursuant to Section 6(o). (e) The Agent shall have received the opinion of 1940 Act Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) Trading in the Common Stock shall not have been suspended on NASDAQ. (j) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Shares hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (k) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Maryland Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such letter is required pursuant to Section 6(p). (f) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(q) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(q), respectively. (g) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(r) on or before the date on which such delivery of such opinion is required pursuant to Section 6(r). (h) Trading in the Common Stock shall not have been suspended on Nasdaq. (i) [Reserved.] (j) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (k) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agent by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The Company, the Bank and the Agent agree that obligations of the Agent hereunder shall be are subject to the continuing accuracy and completeness of the representations and warranties made by of the Company, the Adviser Company and the Administrator hereinBank contained herein as of the date hereof and the Closing Time, to the due accuracy of the statements of officers and directors of the Company and the Bank made pursuant to the provisions hereof, to the performance by the Company and the Bank of its their obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional further conditions: (a) The Registration Statement shall have become effective and shall be available for at or before the sale date of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statementthis Agreement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any no stop order suspending the effectiveness of the Registration Statement shall have been issued, and prior to that time, no stop order proceeding shall have been initiated or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension . Any request of the qualification or exemption from qualification Commission for inclusion of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made additional information in the Registration Statement or the Prospectus untrue in or otherwise shall have been complied with to the reasonable satisfaction of counsel to the Agent. The Company shall not have filed with the Commission the Prospectus or any material respect amendment or that requires the making of any changes in supplement to the Registration Statement or the Prospectus so without consent of the Agent, which consent shall not have been unreasonably withheld or delayed. The Agent shall not have discovered and disclosed to the Company, on or prior to the date of this Agreement, that the Registration Statement, the General Disclosure Package or the Prospectus or any amendment or supplement to the Registration Statement, the General Disclosure Package or the Prospectus contains an untrue statement of a fact that, in the case reasonable opinion of the Agent, is material or omits to state a fact that, in the reasonable opinion of that counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (b) At the Closing Time, the Agent shall have received: (i) The favorable opinion, dated as of the Closing Time, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. acceptable to Agent in form and substance satisfactory to counsel for Agent, as set forth in Exhibit C. (ii) The letter of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. in form and substance to the effect that during the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. participated in conferences with certain officers of and other representatives of the Company and the Bank, counsel to Agent, representatives of the independent public accounting firm for the Company and representatives of Agent at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 9(b)(i) hereof) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and Prospectus, on the basis of the foregoing, nothing has come to the attention of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. that caused ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. to believe that the Registration Statement at the time it will not contain was declared effective by the Commission and as of the date of such letter or that the General Disclosure Package as of the Closing Time, contained or contains any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that counsel need express no comment or opinion with respect to the financial statements, schedules and other financial and statistical data included, or statistical or appraisal methodology employed, in the Registration Statement, the Prospectus or the General Disclosure Package). (iii) The favorable opinion, dated as of the Closing Time, of ▇▇▇▇▇▇ & Bird LLP, with respect to such matters as the Agent may reasonably require. The opinion may be limited to matters governed by laws of the United States. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the United States, to the extent such counsel deems proper and specified in such opinion, upon the opinion of counsel reasonably acceptable to the Agent, as long as such other opinion indicates that the Agent may rely on the opinion, (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and the Bank and public officials; and (C) the opinion of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. (iv) The letter of ▇▇▇▇▇▇ & Bird LLP, counsel for Agent, in form and substance to the effect that during the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, ▇▇▇▇▇▇ & Bird LLP participated in conferences with certain officers of and other representatives of the Company, counsel to the Company, representatives of the independent registered public accounting firm for the Company and representatives of Agent at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 9(b)(iii)) ▇▇▇▇▇▇ & Bird LLP has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package and Prospectus, on the basis of the foregoing, nothing has come to the attention of ▇▇▇▇▇▇ & Bird LLP that caused ▇▇▇▇▇▇ & Bird LLP to believe that the Registration Statement at the time it was declared effective by the Commission and as of the date of such letter or that the General Disclosure Package as of the Applicable Time, contained or contains any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that counsel need express no comment or opinion with respect to the financial statements, notes to financial statements, schedules and other financial and statistical data included, or statistical or appraisal methodology employed, in the Registration Statement, the Prospectus or the General Disclosure Package). (c) Concurrently with the execution of this Agreement, Agent shall receive a letter from (i) Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA, dated the date hereof and addressed to Agent, such letter confirming that Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA is a firm of independent public accountants within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, the Securities Act and the Securities Act Regulations and 12 C.F.R. Section 571.2(c)(3), and no information concerning its relationship with or interests in the Company is required by Item 13 of the Registration Statement, and stating in effect that in Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA’s opinion the financial statements of the Company included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and generally accepted accounting principles consistently applied; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a reading of the minutes of the meetings of the Board of Directors of the Company, the Audit Committee, a review of the unaudited interim financial information as of and for the interim period ending March 31, 2008 and the latest available unaudited quarterly financial statements of the Company prepared by the Company which shall be in accordance with Statement on Auditing Standards No. 100, and consultations with officers of the Company responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements and financial information included in the section titled “Recent Developments” are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (B) during the period from the date of the Recent Developments information included in the Prospectus to a date not more than three business days prior to the date of the Prospectus there was any increase in non-performing loans, special mention loans, borrowings (defined as advances from the FHLB of Atlanta, securities sold under agreements to repurchase and any other form of debt other than deposits) of the Company or decrease in assets, deposits, loan losses allowances, equity or retained earnings of the Company or there was any decrease in net income, non-interest income, tax expense, net interest income, net interest income after provision for loan losses or provision for loan losses of the Company or any increase in non-interest expense for the number of full months commencing immediately after the Recent Developments period and ended on the last month-end prior to the date of the Prospectus as compared to the corresponding period in the preceding year, which was material to the financial position or results of operations of the Company; and (iii) stating that, in addition to the audit examination referred to in its opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (c), they have compared with the general accounting records of the Company, which are subject to the internal controls of the accounting system of the Company and other data prepared by the Company directly from such accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as Agent may reasonably request, and they have found such amounts and percentages to be in agreement therewith (subject to rounding). (d) At the Closing Time, Agent shall receive letters from Hacker, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ PA dated as of the Closing Time, addressed to Agent, confirming the statements made by in their letters delivered by it pursuant to subsection (c) of this Section 9, the “specified date” referred to in clause (ii)(B) of such subsection to be a date specified in such letter, which shall not be more than three (3) business days prior to the Closing Time. (e) At the Closing Time, counsel to Agent shall have been furnished with such documents and opinions as counsel for Agent may require for the purpose of enabling them to advise Agent with respect to the issuance and sale of the Common Stock as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained. (f) At the Closing Time, Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of the Company and the Bank, dated the Closing Time, without personal liability to the effect that: (i) they have examined the Prospectus and at the time the Prospectus became authorized for final use, the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the financial condition, results of operation, capital, properties or business affairs of the Company and the Bank, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the representations and warranties contained in Section 5 of this Agreement are true and correct with the same force and effect as though made at and as of the Closing Time; (iv) the Company has complied in all material respects with all material agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time including the conditions contained in this Section 9; (v) no stop order has been issued or, to their knowledge, is threatened, by the Company’s reasonable determination that a post-effective amendment to Commission or any other governmental body; and (vi) such additional matters as the Agent may reasonably request. (g) The Company shall not have sustained, since the date of the latest financial statements included in the Registration Statement would be appropriate. (c) There and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material change, or any development involving a prospective changematerial change in, in or affecting the condition (general affairs of, management, financial or otherwise)position, retained earnings, business long-term debt, shareholders’ equity or properties results of operations of the Company and Subsidiaries taken as a wholeCompany, whether or not arising from transactions in the ordinary course of business, except otherwise than as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) Registration Statement and the Prospectus, the effect of which, isin any such case described above, is in the Agent’s reasonable judgment of the Agent, so sufficiently material and adverse as to make it impractical impracticable or inadvisable to proceed with the offering Stock Offering on the terms and in the manner contemplated in the Prospectus. (h) Prior to and at the Closing Time: (i) in the reasonable opinion of Agent there shall have been no material adverse change in the financial condition or delivery in the earnings, operations, capital, properties or business affairs of the Shares Company and the Bank, considered as one enterprise, from and as of the latest dates as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transaction entered into by the Company or the Bank, independently or considered as one enterprise, from the latest date as of which the financial condition of the Company is set forth in the Prospectus, other than transactions referred to or contemplated therein; (iii) neither the Company nor the Bank shall have received from the FDIC, the OTS or the FRB any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied with in all material respects (which direction, if any, shall have been disclosed to Agent) and which would reasonably be expected to have a Material Adverse Effect on the Company and the Bank, considered as one enterprise; (iv) neither the Company nor the Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any material outstanding indebtedness; (v) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the knowledge of the Company or the Bank, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect on the Company and the Bank, considered as one enterprise; and (vi) the Securities shall have been qualified or registered for offering and sale or issuance under the securities or “blue sky” laws of the jurisdictions requested by Agent. (i) At or prior to the Closing Date, the Agent shall receive (i) a copy of the order from the Commission declaring the Registration Statement effective, (after giving effect to any amendment thereofii) and a certified copy of the Prospectus Supplement articles of incorporation of the Company, (after giving effect to any amendment or supplement thereto). (diii) The Agent shall have received a certificate from the opinion FDIC evidencing the Bank’s insurance of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o).ac

Conditions to the Agent’s Obligations. The obligations of the Agent Agents hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent Agents in its their sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent Agents shall have received the opinion opinions of Company Counsel and Maryland Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o). (e) The Agents shall have received the Comfort Letter required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such letter is required pursuant to Section 6(p). (f) The Agents shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(q) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(q), respectively. (g) The Agents shall have received the opinion of Agents Counsel required to be delivered pursuant Section 6(r) on or before the date on which such delivery of such opinion is required pursuant to Section 6(r). (h) Trading in the Common Stock shall not have been suspended on Nasdaq. (i) [Reserved.] (j) If applicable, FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein. (k) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Agents by notice to the Company (which termination shall be effective as of the time of the receipt by the Company of such notice), and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof and except that, in the case of any termination of this Agreement, Sections 8, 10, 13, 15 and 16 hereof shall survive such termination and remain in full force and effect.

Conditions to the Agent’s Obligations. The obligations obligation of the Agent hereunder shall be to consummate the transactions contemplated by this Agreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Initial Closing Date, is subject to (i) the continuing accuracy and completeness correctness on the Initial Closing Date of the representations and warranties made by of the Company, the Adviser and the Administrator other parties hereto contained herein, to (ii) the due accuracy and correctness on the Initial Closing Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the Company other parties hereto of its obligations hereundertheir respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Initial Closing Date, and to (iv) the continuing satisfaction (satisfaction, or waiver by the Agent in its sole discretion) Agent, of all of the following additional conditionsconditions on or prior to the Initial Closing Date: (a) The Registration Statement Each of the Operative Agreements to be entered into as of the Initial Closing Date shall have become effective been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be available for in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the sale transactions contemplated by the Operative Agreements), and the Agent shall have received a fully executed copy of all Shares each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to be issued and sold hereunder.enable the Lessor's counsel to render its opinion referred to in SECTION 6.2(F) hereof; (b) None The satisfaction of each of the following events shall have occurred conditions set forth in SECTIONS 6.1(B), (C), (E), (F) AND (H) and be continuing: SECTIONS 6.2(D), (iE) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesAND (F) hereof; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in In the reasonable judgment opinion of the Agent, so material the Majority Financing Parties and adverse as to make it impractical or inadvisable to proceed with their respective counsel, the offering or delivery of the Shares as transactions contemplated by the Registration Statement (after giving effect Operative Agreements do not and will not violate any Legal Requirements and do not and will not subject the Agent or any Financing Party to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment adverse regulatory prohibitions or supplement thereto)constraints. (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o).

Conditions to the Agent’s Obligations. (a) The obligations of the Agent hereunder shall be and the occurrence of the Closing are subject to the continuing accuracy condition that the Company has received and completeness of accepted subscriptions for the Requisite Amount prior to the Expiration Date, all representations and warranties made by of the CompanyPrimary Parties herein contained are, at and as of the commencement of the Offerings and at and as of the Closing Date, true and correct, the Adviser and condition that the Administrator hereinPrimary Parties shall have performed, in all material respects, all of their obligations hereunder to the due performance by the Company of its obligations hereunder, be performed on or before such dates and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional further conditions: (ai) The the Prospectus shall have been timely filed by the Company with the Commission in accordance with the terms of this Agreement; (ii) the Registration Statement shall have become effective and shall be available for at or before the sale date of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statementthis Agreement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any no stop order suspending the effectiveness of the Registration Statement shall have been issued, and prior to that time, no stop order proceeding shall have been initiated or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; ; (iii) receipt by the Company of any notification with respect to the suspension request of the qualification or exemption from qualification Commission for inclusion of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made additional information in the Registration Statement or the Prospectus untrue in or otherwise shall have been complied with; (iv) the Company shall not have filed with the Commission the Prospectus or any material respect amendment or that requires the making of any changes in supplement to the Registration Statement or the Prospectus so without consent of the Agent, which consent shall not have been unreasonably withheld or delayed; (v) the Agent shall not have discovered and disclosed to the Company, on or prior to the date of this Agreement, that the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus contains an untrue statement of a fact that, in the case reasonable opinion of the Registration StatementAgent, it will not contain any untrue statement of a is material fact or omit omits to state any a fact that, in the reasonable opinion of that counsel, is material fact and is required to be stated therein or is necessary to make the statements therein not misleading misleading; and (vi) all corporate proceedings and other legal matters incident to the authorization, that in form and validity of this Agreement and the case Rights and the Common Stock and the form of the Registration Statement and the Prospectus, it and all other legal matters relating to this Agreement and the transactions contemplated by this Agreement are reasonably satisfactory in all material respects to the Agent and its counsel, and the Company has furnished to the Agent and such counsel all documents and information that they may reasonably request to enable them to pass upon those matters. (b) At the Closing Date, the Agent shall have received: (i) The opinion, dated as of the Closing Date, of Thompson Hine LLP and/or local counsel acceptable to the ▇▇▇n▇, ▇n form and substance satisfactory to the Agent and counsel for the Agent to the effect that: (A) the Company and each of the Subsidiaries other than the Bank is a corporation duly organized and validly existing and in good standing under the laws of the State of Ohio, with corporate power and authority to own its properties and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in Ohio and in each other jurisdiction in which the conduct of its business requires such qualification and except where the failure to qualify would have a Material Adverse Effect; (B) the Company has the corporate power and authority to enter into and perform this Agreement and to issue and deliver the Rights and the shares of Common Stock issuable in the Offerings, and this Agreement and the Subscription Agent Agreement have each been duly authorized, and duly executed and delivered by the Company in accordance with the laws of the State of Ohio and, assuming due authorization, execution and delivery of each of such agreements by the other parties to it, each constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the qualification that (i) enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws (including the laws of fraudulent conveyance) or judicial decisions affecting the enforceability of creditors' rights generally, the rights of creditors of savings banks or financial institutions, the accounts of which are insured by the FDIC, and (ii) enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to the effect of certain laws and judicial decisions upon the availability of injunctive relief and enforceability of equitable remedies, including the remedies of specific performance and self-help; (C) to such counsel's knowledge, the execution, delivery and performance of this Agreement and the Subscription Agent Agreement by the Company will not contain conflict with, or result in the creation of imposition of any untrue statement material lien, charge or encumbrance upon any of the assets of the Company or result in a material fact violation of the articles of incorporation or omit bylaws of the Company or the Act or the Exchange Act; (D) on the date hereof, the Bank is a validly existing Ohio- chartered stock savings bank, with full power and authority to own its properties and to conduct its business as described in the Prospectus and to enter into this Agreement and perform its obligations hereunder; the activities of the Bank as described in the Prospectus are permitted by federal law and the rules, regulations and practices of the ODFI, FDIC and the OTS. Similarly, any subsidiaries of the Bank are validly existing corporations in good standing in the jurisdiction of incorporation and authorized under state and applicable federal law to conduct the businesses in which they now engage; (E) to the best of such counsel's knowledge, each of the Company and the Subsidiaries has obtained all licenses, permits, and other governmental authorizations that are material for the conduct of its business, and all such licenses, permits and other governmental authorization are in full force and effect, and, to the best of such counsel's knowledge, the Company and the Subsidiaries comply therewith in all material respects; (F) the Bank is an insured depository institution under the provisions of the Federal Deposit Insurance Act, as amended, and, to such counsel's knowledge, no proceedings for the termination or revocation of the federal or state deposit insurance of the Bank are pending or threatened; (G) upon consummation of the Offerings, (i) the authorized, issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under the caption "Capitalization,"; (ii) the Rights have been duly authorized and validly issued; (iii) the shares to be sold in the Offerings will have been duly and validly authorized for issuance, and when issued and delivered by the Company against payment of the consideration in accordance with this Agreement will be fully paid and nonassessable; and (iv) the issuance of the Common Stock is not subject to preemptive rights under the charter, articles of incorporation or bylaws of the Company, or arising or outstanding by operation of law or, to the best knowledge of such counsel, under any contract, indenture, agreement, instrument or other document; (H) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Bank; and this Agreement constitutes a valid, legal and binding obligation of the Bank, enforceable in accordance with its terms, except as rights to indemnity and contribution thereunder may be limited under applicable law, subject to the qualification that (i) enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws (including the laws of fraudulent conveyance) or judicial decisions affecting the enforceability of creditors' rights generally, the rights of creditors of savings banks or financial institutions, the accounts of which are insured by the FDIC, and (ii) enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to the effect of certain laws and judicial decisions upon the availability of injunctive relief and enforceability of equitable remedies, including the remedies of specific performance and self-help; (I) all required action has been taken by the Company under the Act and the Exchange Act to issue the Rights and to make the Offerings and consummate the sale of the Common Stock contemplated by this Agreement. No further approval, registration, authorization, consent or other order of any federal or state regulatory agency, public board or body is required in connection with the execution and delivery of this Agreement or the Subscription Agent Agreement, the Offerings, sale and issuance of the Rights and the Common Stock, except such, if any, as has been obtained under the Act, the Exchange Act, blue sky or state securities laws and the rules and regulations of the NASD, as to which such counsel need not express any opinion; (J) the Registration Statement has become effective under the Act, no stop order suspending the effectiveness of the Registration Statement has been issued, and, to such counsel's knowledge, no proceedings for that purpose have been instituted or threatened by the Commission; (K) the form of subscription document used to evidence the Rights, and the forms of certificates used to evidence the shares of Common Stock have been approved by the Board of Directors of the Company, comply with the articles of incorporation and the bylaws of the Company, and comply in all material fact respects with all provisions of Ohio corporate law and all applicable Nasdaq requirements; (L) the Common Stock is listed on The Nasdaq Stock Market and is registered under the Exchange Act; (M) there are no preemptive, or to such counsel's knowledge, other rights (other than the Rights) to subscribe for or to purchase the Rights nor any restrictions upon the voting or transfer of the Common Stock pursuant to the Company's articles of incorporation or bylaws nor any agreements or other outstanding instruments known to such counsel; (N) the Rights and the Common Stock comply in all material respects with the statements concerning them contained in the Prospectus; (O) at the time that the Registration Statement became effective and as of the Closing Date, the Registration Statement, including the Prospectus contained therein (as amended or supplemented) (other than the financial statements, notes to financial statements, financial tables or other financial and statistical data included therein and the appraisal valuation and the business plan as to which counsel need express no opinion), complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; (P) there are no legal or governmental proceedings pending or, to such counsel's knowledge, threatened (i) asserting the invalidity of this Agreement or (ii) seeking to prevent the Offerings, sale or issuance of the Common Stock; (Q) to such counsel's knowledge, there are no contracts or other documents that are required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment filed as exhibits to the Registration Statement would be appropriate.by the Act or by the Rules and Regulations that have not been filed as exhibits to the Registration Statement or incorporated in the Registration Statement by reference as permitted by the Rules and Regulations; (cR) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated information in the Prospectus (after giving effect under the captions "Summary," "Background," "Questions and Answers About The Offerings," "Risk Factors," "Forward-Looking Statements," "Regulation and Supervision," "The Offerings," "Plan of Distribution," and "Description of Common Stock," to any amendment the extent that it constitutes matters of law or supplement thereto) the effect of whichlegal conclusions, is, in the reasonable judgment of the Agent, so material has been reviewed by counsel and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)fairly presents information disclosed therein. (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o).

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be and the occurrence of the Closing and the Reorganization are subject to the continuing accuracy and completeness of the condition that all representations and warranties made by and other statements of the CompanyPrimary Parties herein contained are, at and as of the commencement of the Offerings and at and as of the Closing Time, true and correct, the Adviser and condition that the Administrator herein, Primary Parties shall have performed all of their obligations hereunder to the due performance by the Company of its obligations hereunder, be performed on or before such dates and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional further conditions: (a) The Registration Statement shall have become been declared effective by the Commission, and no stop order or other action suspending the effectiveness of the Registration Statement shall be available have been issued under the 1933 Act or proceedings therefore initiated or, to any of the Primary Parties’ best knowledge, threatened by the Commission or any state authority and no order or other action suspending the authorization for use of the sale Prospectus or the consummation of the Reorganization shall have been issued or proceedings therefore initiated or, to any of the Primary Parties’ best knowledge, threatened by the Department, the Commission, or any other governmental body. The Applications shall have been approved by the Department and all Shares to be issued terms, conditions, requirements and sold hereunderprovisions thereof imposed by the Department shall have been satisfied. (b) None At the Closing Time, the Agent shall have received: (1) The opinion, dated as of the following events shall have occurred Closing Time, of ▇▇▇▇▇▇▇ & ▇▇▇, in form and be continuing: substance satisfactory to counsel for the Agent, to the effect that: (i) receipt The Holding Company is a corporation duly incorporated and validly subsisting under the laws of the Commonwealth of Pennsylvania, with corporate power and authority to own its properties and to conduct its business as described in the Prospectus, and will be duly qualified to transact business and will be in good standing in each jurisdiction in which the conduct of its business requires such qualification and in which the failure to qualify would have a Material Adverse Effect. (ii) LMIC is a duly incorporated and validly subsisting Pennsylvania insurance company in mutual form and, following the Conversion, will be a duly incorporated and validly existing Pennsylvania insurance company in stock form, with full power and authority to own its properties and to conduct its business as described in the Prospectus and to enter into this Agreement and perform its obligations hereunder; the issuance and sale of the Common Stock of LMIC to the Holding Company in the Reorganization has been duly and validly authorized by all necessary corporate action on the part of the Holding Company and LMIC and, upon payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable, and will be owned of record and beneficially by the Company Company, free and clear of any request mortgage, pledge, lien, encumbrance, claim or restriction. To the best of such counsel’s knowledge, (x) each of the Holding Company and LMIC has obtained all licenses, permits, and other governmental authorizations that are material for additional information from the Commission conduct of its business, (y) all such licenses, permits and other governmental authorization are in full force and effect, and (z) the Holding Company and LMIC are complying therewith in all material respects. (iii) LMIC has all requisite power and authority to enter into and perform its obligations under this Agreement and to carry on an insurance business pursuant to and to the extent of the certificates of authority issued under the laws of the Commonwealth of Pennsylvania; and the Holding Company and LMIC have obtained all licenses, permits and other governmental authorizations currently required for the conduct of their respective businesses, except where the failure to obtain any such license, permit or authorization would not have a material adverse effect upon the financial condition, results of operations or business affairs of the Holding Company and LMIC, considered as one enterprise. (iv) The authorized capital stock of the Holding Company consists of 25,000,000 shares, divided into two classes of common stock having a par value of $0.01 per share (“Common Stock”), consisting of 15,000,000 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock, and 5,000,000 shares of preferred stock, having such par value, if any, as the board of directors shall fix and determine; no shares of Common Stock or preferred stock will be issued and outstanding prior to the Closing Time. Immediately upon consummation of the Reorganization, (a) the issued and outstanding capital stock of the Holding Company will be within the range set forth in the Prospectus under the caption “Capitalization”; (b) the shares of Common Stock of the Holding Company to be subscribed for in the Offerings will have been duly and validly authorized for issuance, and when issued and delivered by the Holding Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan, will be fully paid and nonassessable; and (c) the issuance of the shares of Common Stock are not subject to preemptive rights under the charter or bylaws of any of the Primary Parties, or arising or outstanding by operation of law or, to the best knowledge of such counsel, under any contract, indenture, agreement, instrument or other document, except for the subscription rights under the Plan. (v) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Primary Parties and MTS; and this Agreement constitutes a valid, legal and binding obligation of each of the Primary Parties and MTS (in the case of MTS, limited to its obligations set forth in Section 19 hereof), enforceable in accordance with its terms, except to the extent that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally. (vi) The Plan has been duly adopted by the Board of Directors of LMIC in the manner required by the Conversion Regulations and LMIC’s charter and bylaws. (vii) Upon consummation of the Offerings, to the knowledge of such counsel, the Reorganization, including the Conversion and the Offering was effected in accordance with the Plan and all applicable laws, including statutes, regulations, decisions and orders; and all terms, conditions, requirements and provisions with respect to the Reorganization imposed by the Commission, the Department, or any other governmental agency, if any, were complied with by LMIC in all material respects or appropriate waivers were obtained and all notice and waiting periods were satisfied, waived or elapsed. (viii) The Applications have been approved by the Department and subject to the satisfaction of any conditions set forth in such approvals and clearance under applicable securities laws, no further approval, registration, authorization, consent or other order of any federal or state governmental authority during regulatory agency, public board or body is required in connection with the period execution and delivery of effectiveness this Agreement, the offer, sale and issuance of the Registration StatementShares and the consummation of the Reorganization. (ix) The purchase by the Holding Company of all of the issued and outstanding Common Stock of LMIC has been authorized by the Department and no action has been taken, the response or to which would require such counsel’s knowledge, is pending or threatened, to revoke any amendments such authorization or supplements to the approval. (x) The Registration Statement or is effective under the Prospectus relating 1933 Act and, to or affecting such counsel’s knowledge after making inquiry of the Shares; (ii) Commission, and based upon representations made by staff of the issuance by the Commission or any other federal or state governmental authority of any Commission, no stop order suspending the effectiveness of the Registration Statement or the initiation of any has been issued, and, to such counsel’s knowledge, no proceedings for that purposepurpose have been instituted or threatened. (xi) The material tax consequences of the Reorganization are set forth in the Prospectus under the caption “CONVERSION — Tax Effects Generally” and “- Tax Consequences of Subscription Rights” and such tax information has been reviewed by such counsel and fairly describes the opinion rendered by such counsel to the Primary Parties with respect to such matters. (xii) The terms and provisions of the shares of Common Stock of the Holding Company conform to the description thereof contained in the Registration Statement and the Prospectus, and the forms of certificates proposed to be used to evidence the shares of Common Stock of the Holding Company comply with all applicable laws and regulations, including, without limitation, as to form. (xiii) At the time the Applications were approved and as of the Closing Time, the Applications (as amended or supplemented), complied as to form in all material respects with the requirements of the Conversion Regulations and Acquisition Regulations, as applicable, and all applicable laws, rules and regulations and decisions and orders of the Department, except as modified or waived in writing by the Department (other than the financial statements, notes to financial statements, financial tables and other financial and statistical data included therein and the appraisal valuation and the business plan as to which counsel need express no opinion). To such counsel’s knowledge, no person has sought to obtain regulatory or judicial review of the final action of the Department, approving such Applications. (xiv) At the time that the Registration Statement became effective and as of the Closing Time, the Registration Statement, including any notice objecting the Prospectus contained therein (as amended or supplemented) (other than the financial statements, notes to financial statements, financial tables or other financial and statistical data included therein and the appraisal valuation and the business plan as to which counsel need express no opinion), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (xv) To such counsel’s knowledge, there are no legal or governmental proceedings pending, or threatened (i) asserting the invalidity of this Agreement or (ii) seeking to prevent the Reorganization or the offer, sale or issuance of the Shares. (xvi) The information in the Prospectus under the captions “BUSINESS — “ Regulation,” “THE CONVERSION — Tax Effects Generally” and “- Tax Consequences of Subscription Rights,” “RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY,” “DESCRIPTION OF CAPITAL STOCK” and “THE CONVERSION,” to the use extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is accurate in all material respects. (xvii) None of the Primary Parties are required to be registered as an investment company under the Investment Company Act of 1940. (xviii) LMIC has duly adopted a Pennsylvania stock charter and bylaws effective upon consummation of the Reorganization and, to such counsel’s knowledge, none of the Primary Parties is in violation of its charter or its bylaws as in effect at the Closing Time or, to such counsel’s knowledge, any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument filed as an exhibit to, or incorporated by reference in, the Registration Statement, which violation would have a material adverse effect on the financial condition of the Primary Parties considered as one enterprise, or on the earnings, capital, properties or business affairs of the Primary Parties considered as one enterprise. In addition, the execution and delivery of and performance under this Agreement by the Primary Parties and MTS, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein will not result in any material violation of the provisions of the charter or the bylaws (or other constituent documents) of any of the Primary Parties or MTS or any material violation of any applicable law, act, regulation, or to such counsel’s knowledge, order or court order, writ, injunction or decree. (xix) With respect to the offering, MTS and its affiliates, including ▇▇▇▇▇▇▇ Financial Group, LLC, a FINRA member, are in compliance with all applicable FINRA rules, have made all necessary FINRA filings and received all necessary approvals or, alternatively, that no such rules are applicable and no such filings or approvals are required. (xx) MTS is a limited liability company duly organized and validly subsisting under the laws of the Commonwealth of Pennsylvania, with full power and authority to enter into this Agreement and the other agreements to which it is a party related to the Conversion and the Offering. In rendering such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Primary Parties and MTS (to the extent relevant) and public officials, provided copies of any such opinion(s) or certificates of public officials are delivered to Agent together with the opinion to be rendered hereunder by counsel to the Primary Parties. The opinion of such counsel for the Primary Parties shall state that it has no reason to believe that the Agent is not justified in relying thereon. (2) The letter of ▇▇▇▇▇▇▇ & ▇▇▇ addressed to the Agent to the effect that during the preparation of the Registration Statement or order and the Prospectus, ▇▇▇▇▇▇▇ & ▇▇▇ participated in conferences with certain officers of and other representatives of the Primary Parties, MTS, counsel to the Agent, representatives of the independent public accounting firm for the Primary Parties and representatives of the Agent at which the contents of the Registration Statement and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 8(e10(b)(1)) ▇▇▇▇▇▇▇ & ▇▇▇ has not independently verified the accuracy, completeness or fairness of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made statements contained in the Registration Statement or and Prospectus, on the Prospectus untrue in any material respect or basis of the foregoing, nothing has come to the attention of ▇▇▇▇▇▇▇ & ▇▇▇ that requires the making of any changes in caused ▇▇▇▇▇▇▇ & ▇▇▇ to believe that the Registration Statement or and the Prospectus so that, in at the case time it was declared effective by the Commission and as of the Registration Statementdate of such letter or that the General Disclosure Package as of the Applicable Time, it will not contain contained or contains any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and misleading (v) the Company’s reasonable determination it being understood that a post-effective amendment counsel need express no comment or opinion with respect to the financial statements, schedules and other financial and statistical data included, or statistical or appraisal methodology employed, in the Registration Statement would be appropriateStatement, Prospectus or General Disclosure Package). (3) The favorable opinion, dated as of the Closing Time, of counsel for the Agent, with respect to such matters as the Agent may reasonably require; such opinion may rely, as to matters of fact, upon certificates of officers and directors of the Primary Parties delivered pursuant hereto or as such counsel may reasonably request and upon the opinion of counsel to the Primary Parties and MTS or other counsel acceptable to the Agent. (4) A Blue Sky Memorandum from ▇▇▇▇▇▇▇ & ▇▇▇ addressed to the Primary Parties and the Agent relating to the Offerings, including the Agent’s participation therein. The Blue Sky Memorandum will address the necessity of obtaining or confirming exemptions, qualifications or the registration of the Common Stock under applicable state securities law. (c) There Concurrently with the execution of this Agreement, the Agent shall not have been any changereceive a letter from ▇▇▇▇▇ ▇▇▇▇▇▇ Company LLP, or any development involving a prospective change, in or affecting dated the condition (financial or otherwise), earnings, business or properties of the Company date hereof and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect addressed to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with such letter (i) confirming that ▇▇▇▇▇ ▇▇▇▇▇▇ Company LLP, is an independent registered public accounting firm within the offering or delivery meaning of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion Code of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries Professional Ethics of such opinions are required pursuant to Section 6(o).AICPA, that it is registered with

Conditions to the Agent’s Obligations. The several obligations of the Agent Agents hereunder shall be and the occurrence of the Closing are subject to the continuing accuracy accuracy, when made and completeness on the Closing Date, of the representations representations, warranties and warranties made by covenants of the Company, the Adviser and the Administrator Peoples’ Parties contained herein, to the due performance by each of the Company People’s Parties of its their several obligations hereunder, and to the continuing satisfaction (satisfaction, or the waiver by the Agent in its sole discretion) Representatives, of each of the following additional terms and conditions: (a) The Registration Statement shall have become effective not later than [ ] (New York City time) on the date hereof and shall be available for the sale of all Shares to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any no stop order suspending the effectiveness of the Registration Statement or any part thereof or order preventing or suspending the initiation of any proceedings for that purposeOffering, including any notice objecting the Conversion, the transactions required under the Plan to consummate the Conversion and Offering, or the use of any Prospectus, Proxy Statement or Marketing Materials shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, the OTS or any other federal or state authority; and any request of the Commission or the OTS for inclusion of additional information in the Registration Statement, any Prospectus, any Proxy Statement, any Marketing Materials or otherwise shall have been complied with. (b) No Agent shall have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or order pursuant any Prospectus or Proxy Statement or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Agents, is material or omits to Section 8(estate a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Shares, the Registration Statement, the Prospectuses, the Proxy Statements, the Plan, the Conversion and the transactions contemplated thereby, and all other legal matters relating to this Agreement, the Conversion and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Agents, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the 1940 Act having been issued and proceedings therefor initiatedpossible change, in the rating accorded any securities of the People’s Parties by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (ii) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectuses; (iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in stockholders’ equity, or in the earnings, business or operations, or in, or affecting the general affairs of, management, of any of the People’s Parties, from that set forth in the Prospectuses (excluding any amendments or supplements thereto); the effect of which, in any such clause as described in (ii) or (iii), is, in your judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the knowledge Offering or to market the Shares on the terms and in the manner contemplated in the Prospectuses. (e) The Agents shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chairman of the Board, President and Chief Executive Officer and the Chief Financial Officer of the Company, threatened by to the Commission; effect set forth in Section 4(d)(i) above and to the effect that (i) the representations and warranties of the People’s Parties contained in this Agreement are true and correct as of the Closing Date; (ii) each of the People’s Parties has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date; (iii) receipt by they have carefully examined the Company of any notification Registration Statement, the Prospectuses and the Proxy Statements and, in their opinion (A), with respect to the suspension Registration Statement, as of the qualification or exemption from qualification of any Effective Date, and with respect to the Prospectuses and the Proxy Statements, as of the Shares for sale in any jurisdiction dates they were mailed to stockholders of the Company or depositors of the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so thatBank, in the case as applicable, none of the Registration Statement, it will not contain the Prospectuses and the Proxy Statements included any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and, that in (with respect to the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinProspectuses, in the light of the circumstances under which they were made, ) not misleading; , and (vB) since the Company’s reasonable determination that Effective Date no event has occurred which should have been set forth in a post-effective supplement or amendment to the Registration Statement would be appropriateStatement, any Prospectus or the Proxy Statement; (iv) no stop order has been issued or, to the best of their knowledge, is threatened, by the Commission or any other governmental body; (v) no order suspending the Offering, the Conversion, the acquisition of all of the shares of the Bank by the Company, the transactions required under the Plan to consummate the Conversion or the effectiveness of the Prospectuses has been issued and, to the best of their knowledge, no proceedings for any such purpose have been initiated or threatened by the OTS, the Commission, or any other federal or state authority; (vi) to the best of their knowledge, no person has sought to obtain regulatory or judicial review of the action of the OTS in approving the Plan or to enjoin the Conversion; and (vii) that the officers and directors of the People’s Parties have agreed to abide by the restrictions on the exercise of options and sale of Common Stock set forth in Section [ ]. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (cf) There The Agents shall not have been any changereceived on the Closing Date an opinion and letter of Thacher, or any development involving a prospective change▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇”), outside counsel for the Company, dated the Closing Date and in form and substance reasonably satisfactory to the Representatives, in the form attached hereto as Exhibit A. (g) The Agents shall have received on the Closing Date such opinion and letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Agents, dated the Closing Date, with respect to the issuance and sale of the Shares, the Registration Statement, the Prospectuses and other related matters as the Representatives may reasonably require, and the People’s Parties shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (h) The Agents shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or affecting the condition Closing Date, as the case may be, in form and substance satisfactory to the Representatives, from KPMG LLP, independent public accountants, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial or otherwise)statements and certain financial information contained in the Registration Statement and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than 3 business days before the Closing Date. (i) The “lock-up” agreements, earningseach substantially in the form of Exhibit B hereto, business or properties between you and certain shareholders, officers and directors of the Company relating to sales and Subsidiaries taken as a wholecertain other dispositions of shares of Common Stock or certain other securities, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect delivered to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion of Company Counsel required to be delivered pursuant Section 6(o) you on or before the date hereof, shall be in full force and effect on which the Closing Date. (j) Nasdaq shall have approved the Shares for inclusion, subject only to official notice of issuance. (k) The Representatives shall have received a letter from RP Financial, LC, dated as of the Closing Date and addressed to the Agents, (i) confirming that said firm is independent of the People’s Parties and is experienced and expert in the area of corporate appraisals, (ii) stating in effect that the Independent Appraisal complies in all material respects with the applicable requirements of the Conversion Regulations, and (iii) further stating that its opinion of the aggregate pro forma market value of the People’s Parties, as converted, expressed in the Independent Appraisal as most recently updated, remains in effect. (l) At or prior to the Closing Date, the Representatives shall have received (i) a copy of the Conversion Application and a copy of the letters from the OTS approving the Conversion Application and authorizing the Prospectuses and the Proxy Statements for use, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a certified copy of the charter of the Company, (iv) a certificate from the FDIC evidencing the Bank’s insurance of accounts and (v) any other documents that the Representatives shall reasonably request. (m) The Agents shall have received a Blue Sky Memorandum from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ relating to the Offering, including the Agents’ participation therein. The Blue Sky Memorandum will relate to the necessity of obtaining or confirming exemptions from or qualifications or registration of the Shares under applicable state securities laws. To the extent the Shares are determined, in your reasonable opinion, to have to be registered or qualified under such deliveries of such opinions laws for offering and sale, they shall have been so registered or qualified at or prior to the Closing Date. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are required pursuant in form and substance reasonably satisfactory to Section 6(o)counsel for the Agents.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be and the occurrence of the Closing and the Reorganization are subject to the continuing accuracy and completeness of the condition that all representations and warranties made by and other statements of the CompanyPrimary Parties herein contained are, at and as of the commencement of the Offerings and at and as of the Closing Time, true and correct, the Adviser and condition that the Administrator herein, Primary Parties shall have performed all of their obligations hereunder to the due performance by the Company of its obligations hereunder, be performed on or before such dates and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional further conditions: (a) The Registration Statement shall have become been declared effective by the Commission, and no stop order or other action suspending the effectiveness of the Registration Statement shall be available have been issued under the 1933 Act or proceedings therefore initiated or, to any of the Primary Parties’ best knowledge, threatened by the Commission or any state authority and no order or other action suspending the authorization for use of the sale Prospectus or the consummation of the Reorganization shall have been issued or proceedings therefore initiated or, to any of the Primary Parties’ best knowledge, threatened by the Department, the Commission, or any other governmental body. The Applications shall have been approved by the Department and all Shares to be issued terms, conditions, requirements and sold hereunderprovisions thereof imposed by the Department shall have been satisfied. (b) None At the Closing Time, the Agent shall have received: (1) The opinion, dated as of the following events shall have occurred Closing Time, of ▇▇▇▇▇▇▇ & ▇▇▇, in form and be continuing: substance satisfactory to counsel for the Agent, to the effect that: (i) receipt The Holding Company is a corporation duly incorporated and validly subsisting under the laws of the Commonwealth of Pennsylvania, with corporate power and authority to own its properties and to conduct its business as described in the Prospectus, and will be duly qualified to transact business and will be in good standing in each jurisdiction in which the conduct of its business requires such qualification and in which the failure to qualify would have a Material Adverse Effect. (ii) LMIC is a duly incorporated and validly subsisting Pennsylvania insurance company in mutual form and, following the Conversion, will be a duly incorporated and validly existing Pennsylvania insurance company in stock form, with full power and authority to own its properties and to conduct its business as described in the Prospectus and to enter into this Agreement and perform its obligations hereunder; the issuance and sale of the Common Stock of LMIC to the Holding Company in the Reorganization has been duly and validly authorized by all necessary corporate action on the part of the Holding Company and LMIC and, upon payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable, and will be owned of record and beneficially by the Company Company, free and clear of any request mortgage, pledge, lien, encumbrance, claim or restriction. To the best of such counsel’s knowledge, (x) each of the Holding Company and LMIC has obtained all licenses, permits, and other governmental authorizations that are material for additional information from the Commission conduct of its business, (y) all such licenses, permits and other governmental authorization are in full force and effect, and (z) the Holding Company and LMIC are complying therewith in all material respects. (iii) LMIC has all requisite power and authority to enter into and perform its obligations under this Agreement and to carry on an insurance business pursuant to and to the extent of the certificates of authority issued under the laws of the Commonwealth of Pennsylvania; and the Holding Company and LMIC have obtained all licenses, permits and other governmental authorizations currently required for the conduct of their respective businesses, except where the failure to obtain any such license, permit or authorization would not have a material adverse effect upon the financial condition, results of operations or business affairs of the Holding Company and LMIC, considered as one enterprise. (iv) The authorized capital stock of the Holding Company consists of 25,000,000 shares, divided into two classes of common stock having a par value of $0.01 per share (“Common Stock”), consisting of 15,000,000 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock, and 5,000,000 shares of preferred stock, having such par value, if any, as the board of directors shall fix and determine; no shares of Common Stock or preferred stock will be issued and outstanding prior to the Closing Time. Immediately upon consummation of the Reorganization, (a) the issued and outstanding capital stock of the Holding Company will be within the range set forth in the Prospectus under the caption “Capitalization”; (b) the shares of Common Stock of the Holding Company to be subscribed for in the Offerings will have been duly and validly authorized for issuance, and when issued and delivered by the Holding Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan, will be fully paid and nonassessable; and (c) the issuance of the shares of Common Stock are not subject to preemptive rights under the charter or bylaws of any of the Primary Parties, or arising or outstanding by operation of law or, to the best knowledge of such counsel, under any contract, indenture, agreement, instrument or other document, except for the subscription rights under the Plan. (v) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Primary Parties and MTS; and this Agreement constitutes a valid, legal and binding obligation of each of the Primary Parties and MTS (in the case of MTS, limited to its obligations set forth in Section 19 hereof), enforceable in accordance with its terms, except to the extent that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally. (vi) The Plan has been duly adopted by the Board of Directors of LMIC in the manner required by the Conversion Regulations and LMIC’s charter and bylaws. (vii) Upon consummation of the Offerings, to the knowledge of such counsel, the Reorganization, including the Conversion and the Offering was effected in accordance with the Plan and all applicable laws, including statutes, regulations, decisions and orders; and all terms, conditions, requirements and provisions with respect to the Reorganization imposed by the Commission, the Department, or any other governmental agency, if any, were complied with by LMIC in all material respects or appropriate waivers were obtained and all notice and waiting periods were satisfied, waived or elapsed. (viii) The Applications have been approved by the Department and subject to the satisfaction of any conditions set forth in such approvals and clearance under applicable securities laws, no further approval, registration, authorization, consent or other order of any federal or state governmental authority during regulatory agency, public board or body is required in connection with the period execution and delivery of effectiveness this Agreement, the offer, sale and issuance of the Registration StatementShares and the consummation of the Reorganization. (ix) The purchase by the Holding Company of all of the issued and outstanding Common Stock of LMIC has been authorized by the Department and no action has been taken, the response or to which would require such counsel’s knowledge, is pending or threatened, to revoke any amendments such authorization or supplements to the approval. (x) The Registration Statement or is effective under the Prospectus relating 1933 Act and, to or affecting such counsel’s knowledge after making inquiry of the Shares; (ii) Commission, and based upon representations made by staff of the issuance by the Commission or any other federal or state governmental authority of any Commission, no stop order suspending the effectiveness of the Registration Statement or the initiation of any has been issued, and, to such counsel’s knowledge, no proceedings for that purposepurpose have been instituted or threatened. (xi) The material tax consequences of the Reorganization are set forth in the Prospectus under the caption “CONVERSION — Tax Effects Generally” and “- Tax Consequences of Subscription Rights” and such tax information has been reviewed by such counsel and fairly describes the opinion rendered by such counsel to the Primary Parties with respect to such matters. (xii) The terms and provisions of the shares of Common Stock of the Holding Company conform to the description thereof contained in the Registration Statement and the Prospectus, and the forms of certificates proposed to be used to evidence the shares of Common Stock of the Holding Company comply with all applicable laws and regulations, including, without limitation, as to form. (xiii) At the time the Applications were approved and as of the Closing Time, the Applications (as amended or supplemented), complied as to form in all material respects with the requirements of the Conversion Regulations and Acquisition Regulations, as applicable, and all applicable laws, rules and regulations and decisions and orders of the Department, except as modified or waived in writing by the Department (other than the financial statements, notes to financial statements, financial tables and other financial and statistical data included therein and the appraisal valuation and the business plan as to which counsel need express no opinion). To such counsel’s knowledge, no person has sought to obtain regulatory or judicial review of the final action of the Department, approving such Applications. (xiv) At the time that the Registration Statement became effective and as of the Closing Time, the Registration Statement, including any notice objecting the Prospectus contained therein (as amended or supplemented) (other than the financial statements, notes to financial statements, financial tables or other financial and statistical data included therein and the appraisal valuation and the business plan as to which counsel need express no opinion), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (xv) To such counsel’s knowledge, there are no legal or governmental proceedings pending, or threatened (i) asserting the invalidity of this Agreement or (ii) seeking to prevent the Reorganization or the offer, sale or issuance of the Shares. (xvi) The information in the Prospectus under the captions “BUSINESS —” Regulation,” “THE CONVERSION — Tax Effects Generally” and “- Tax Consequences of Subscription Rights,” “RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY,” “DESCRIPTION OF CAPITAL STOCK” and “THE CONVERSION,” to the use extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is accurate in all material respects. (xvii) None of the Primary Parties are required to be registered as an investment company under the Investment Company Act of 1940. (xviii) LMIC has duly adopted a Pennsylvania stock charter and bylaws effective upon consummation of the Reorganization and, to such counsel’s knowledge, none of the Primary Parties is in violation of its charter or its bylaws as in effect at the Closing Time or, to such counsel’s knowledge, any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument filed as an exhibit to, or incorporated by reference in, the Registration Statement, which violation would have a material adverse effect on the financial condition of the Primary Parties considered as one enterprise, or on the earnings, capital, properties or business affairs of the Primary Parties considered as one enterprise. In addition, the execution and delivery of and performance under this Agreement by the Primary Parties and MTS, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein will not result in any material violation of the provisions of the charter or the bylaws (or other constituent documents) of any of the Primary Parties or MTS or any material violation of any applicable law, act, regulation, or to such counsel’s knowledge, order or court order, writ, injunction or decree. (xix) With respect to the Offering, MTS and its affiliates, including without limitation ▇▇▇▇▇▇▇ Financial Group, LLC, a FINRA member, and ▇▇▇▇▇▇▇ & ▇▇▇, are in compliance with all applicable FINRA rules, have made all necessary FINRA filings and received all necessary approvals or, alternatively, that no such rules are applicable and no such filings or approvals are required. (xx) MTS is a limited liability company duly organized and validly subsisting under the laws of the Commonwealth of Pennsylvania, with full power and authority to enter into this Agreement and the other agreements to which it is a party related to the Conversion and the Offering. In rendering such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Primary Parties and MTS (to the extent relevant) and public officials, provided copies of any such opinion(s) or certificates of public officials are delivered to Agent together with the opinion to be rendered hereunder by counsel to the Primary Parties. The opinion of such counsel for the Primary Parties shall state that it has no reason to believe that the Agent is not justified in relying thereon. (2) The letter of ▇▇▇▇▇▇▇ & ▇▇▇ addressed to the Agent to the effect that during the preparation of the Registration Statement or order and the Prospectus, ▇▇▇▇▇▇▇ & ▇▇▇ participated in conferences with certain officers of and other representatives of the Primary Parties, MTS, counsel to the Agent, representatives of the independent public accounting firm for the Primary Parties and representatives of the Agent at which the contents of the Registration Statement and the Prospectus and related matters were discussed and has considered the matters required to be stated therein and the statements contained therein and, although (without limiting the opinions provided pursuant to Section 8(e10(b)(1)) ▇▇▇▇▇▇▇ & ▇▇▇ has not independently verified the accuracy, completeness or fairness of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made statements contained in the Registration Statement or and Prospectus, on the Prospectus untrue in any material respect or basis of the foregoing, nothing has come to the attention of ▇▇▇▇▇▇▇ & ▇▇▇ that requires the making of any changes in caused ▇▇▇▇▇▇▇ & ▇▇▇ to believe that the Registration Statement or and the Prospectus so that, in at the case time it was declared effective by the Commission and as of the Registration Statementdate of such letter or that the General Disclosure Package as of the Applicable Time, it will not contain contained or contains any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and misleading (v) the Company’s reasonable determination it being understood that a post-effective amendment counsel need express no comment or opinion with respect to the financial statements, schedules and other financial and statistical data included, or statistical or appraisal methodology employed, in the Registration Statement would be appropriateStatement, Prospectus or General Disclosure Package). (3) The favorable opinion, dated as of the Closing Time, of counsel for the Agent, with respect to such matters as the Agent may reasonably require; such opinion may rely, as to matters of fact, upon certificates of officers and directors of the Primary Parties delivered pursuant hereto or as such counsel may reasonably request and upon the opinion of counsel to the Primary Parties and MTS or other counsel acceptable to the Agent. (4) A Blue Sky Memorandum from ▇▇▇▇▇▇▇ & ▇▇▇ addressed to the Primary Parties and the Agent relating to the Offerings, including the Agent’s participation therein. The Blue Sky Memorandum will address the necessity of obtaining or confirming exemptions, qualifications or the registration of the Common Stock under applicable state securities law. (c) There Concurrently with the execution of this Agreement, the Agent shall not have been any changereceive a letter from ▇▇▇▇▇ ▇▇▇▇▇▇ Company LLP, or any development involving a prospective change, in or affecting dated the condition (financial or otherwise), earnings, business or properties of the Company date hereof and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect addressed to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with such letter (i) confirming that ▇▇▇▇▇ ▇▇▇▇▇▇ Company LLP, is an independent registered public accounting firm within the offering or delivery meaning of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion Code of Company Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries of such opinions are required pursuant to Section 6(o).Professional Ethics

Conditions to the Agent’s Obligations. The obligations of Agent's obligation to sell the Agent Units and close hereunder shall be subject to the continuing accuracy and completeness of the condition that all representations and warranties made by and other statements herein of the CompanyCompany are true and correct, the Adviser and the Administrator herein, to the due performance by condition that the Company shall have performed all of its obligations hereunder theretofore to be performed prior to the sale of the Units and closing hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement No stop order suspending the offer and/or sale of the Securities shall have become effective been issued and no proceedings therefor shall be available pending or threatened, by the Commission or any state securities division. Any requests for additional information on the sale part of all Shares any state securities division to be issued included in the Memorandum shall have been complied with to the Agent's reasonable satisfaction, and sold hereunderno amendment or supplement to the Memorandum shall be made to which the Agent, or the Agent's counsel, shall have reasonably objected after having received reasonable notice. (b) None There shall not have occurred any adverse change, or any development involving a prospective adverse change in, or affecting the business or properties of, the Company which, in the Agent's reasonable opinion, would materially adversely affect, the offer and sale of the following events Units on the Company's behalf. (c) The Agent shall not have occurred and be continuing: (i) receipt been advised by the Company of any request for additional information from and shall not have advised the Commission Company that the Memorandum, or any other federal amendment thereof or state governmental authority during the period of effectiveness of the Registration Statementsupplement thereto, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain contained any untrue statement of a material fact which, in the opinion of its legal counsel, is material, or omit that the Memorandum omits to state any a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary to make the statements therein contained therein, in light of the circumstances under which they were made, not misleading misleading; provided, however, that this paragraph (c) shall not apply to any statements or omissions which are based upon and conform to written information furnished to the Company by the Agent (or on behalf of the Agent and specifically at the request of the Agent) specifically for use in the Memorandum or any amendment thereof or supplement thereto. (d) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel for the Company, shall have furnished to the Agent as of each Closing Date (as defined herein) such opinion or opinions in form and substance satisfactory to the Agent and the Agent's counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Utah (assuming that such laws are substantially similar to the laws of the State of Minnesota); has the requisite corporate power to own, lease and operate its properties and conduct its business as described in the Memorandum; and is duly qualified to do business as a foreign corporation in good standing in the States of Minnesota and Wisconsin. (ii) The number of authorized, and to the best of such counsel's knowledge, the number of issued and outstanding shares of capital stock of the Company are as set forth in the Memorandum (except as for the addition of Securities issued pursuant to this Offering), and all such capital stock has been duly authorized and is validly issued, fully paid and nonassessable. Upon delivery of, and payment for, the Securities pursuant to this Agreement and the Subscription Agreements, the subscribers thereof will acquire the Securities free and clear of all liens, encumbrances or claims. To the best knowledge of such counsel, no preemptive rights, contractual or otherwise, of security holders of the Company exist with respect to the issuance or sale of the Securities by the Company. The Securities conform as to matters of law in all material respects to the description of them made in the Memorandum, and such description accurately sets forth the material legal provisions thereof required to be set forth in the Memorandum. (iii) The Securities have been duly authorized and, that upon delivery to the subscribers thereof against payment therefor, pursuant to this Agreement and the Subscription Agreements, will be validly issued, fully paid, and nonassessable. (iv) The certificates evidencing the Securities comply as to form with the applicable provisions of the laws of the State of Utah. (v) This Agreement and the Agent's Warrants have been duly authorized, executed, and delivered by the Company and are the valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforceability may be limited by the Enforceability Limitations. A sufficient number of shares of Common Stock of the Company have been reserved for issuance by the Company upon exercise of the Agent's Warrants. (vi) To the best of such counsel's knowledge, there are no material legal or governmental proceedings required by the 1933 Act and the Rules and Regulations to be described or referred to in the case Memorandum that are not described or referred to therein. (vii) To the best of such counsel's knowledge there are no legal, governmental or administrative proceedings pending or threatened against the Company that relate to patents, trademarks or other intellectual property, except for pending or proposed United States and foreign patent applications. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the issuance and sale of the ProspectusSecurities as contemplated under this Agreement, except such as may be required under the Act or under state or other securities laws in connection with the sale of the Securities. (ix) Assuming that the Securities are offered and sold as contemplated by the Memorandum and this Agreement (including all representations and warranties contained therein), the offer, sale, issuance and delivery of the Securities are exempt from the registration and prospectus delivery requirements of the Act. (x) To the best of such counsel's knowledge, the execution, delivery, and performance of the Agency Agreement and any issuance and delivery of Securities is not in material contravention of any of the provisions of any note, indenture, mortgage, deed of trust, joint venture agreement, agreement or other instrument known to such counsel to which the Company is a party or by which it will is bound and which is material to the business of the Company as a whole, or of any material law, rule or regulation of the United States, or the State of Minnesota, or any judgment, order or decree known to such counsel and applicable to the Company of any court having jurisdiction over the Company or any of its properties. In expressing the foregoing opinion, as to matters of fact relevant to conclusions of law, counsel may rely, to the extent that they deem proper, upon certificates of public officials and of the officers of the Company, provided that copies of such officers' certificates are attached to the opinion. (e) The Agent and purchasers shall have received from the Company a certificate, dated as of each Closing Date, of the principal executive officer and the principal financial or accounting officer of the Company to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct as if made on each Closing Date; (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at, or prior to, such date; (iii) as of each Closing Date, the Memorandum and any supplement thereto, contained all statements and information required to be included therein, the Memorandum did not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, and, since the date of the Memorandum there has occurred no event required to be set forth in an amendment to the Memorandum which has not been so set forth; provided, however, that such certificate does not require any representation concerning statements in, or omissions from, the Memorandum, or any amendment thereof or supplement thereto, which are based upon and conform to written information furnished to the Company by the Agent specifically for use in the preparation of the Memorandum or any such amendment or supplement; (iv) except as is otherwise expressly stated in the Memorandum, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to the best of their knowledge, threatened to which the Company is a party or of which the business or property of the Company is subject; (v) subsequent to the date as of which information is given in the Memorandum, and except as contemplated or referred to in the Memorandum, the Company has not incurred any direct, or to the best of their knowledge, contingent liabilities or obligations material to the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or entered into any development involving a prospective changematerial transactions, in except liabilities, obligations or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of businessbusiness or relating to the offering of Units pursuant to the Memorandum, except as set forth in or contemplated and there has not been any change in the Prospectus (after giving effect to capital stock, short-term or long-term debt of the Company, or any amendment or supplement thereto) the effect of which, is, material adverse change in the reasonable judgment financial position, net worth or results of operations of the AgentCompany; (vi) subsequent to the dates as of which information is given in the Memorandum, so the Company has not sustained any material and adverse as to make it impractical loss of, or inadvisable to proceed with the offering damage to, its properties, whether or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)not insured. (df) The Agent and the purchasers shall have received received, dated as of each Closing Date, from the opinion Secretary of the Company Counsel required a certificate of incumbency certifying the names, titles and signatures of the officers authorized to execute the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance of this Agreement, a copy of such resolutions to be delivered pursuant Section 6(oattached to such certificate, certifying such resolutions and certifying that the Articles of Incorporation of the Company and the Bylaws of the Company in the form attached thereto have been validly adopted and have not been amended or modified. (g) on Prior to or before simultaneously with the date on which such deliveries First Closing, the Additional Investors (as defined in the Memorandum) shall have purchased at a price to equal to $1.20 per unit at least 583,333 units, each consisting of such opinions are required pursuant two shares of the Company's Series A Cumulative Convertible Preferred Stock (convertible into two shares of the Company's Common Stock) and one redeemable Warrant to Section 6(o)purchase one share of the Company's Common Stock.

Conditions to the Agent’s Obligations. The obligations of Agent's obligation to sell the Agent Units and close hereunder shall be subject to the continuing accuracy and completeness of the condition that all representations and warranties made by and other statements herein of the CompanyCompany are true and correct, the Adviser and the Administrator herein, to the due performance by condition that the Company shall have performed all of its obligations hereunder theretofore to be performed prior to the sale of the Units and closing hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement No stop order suspending the offer and/or sale of the Securities shall have become effective been issued and no proceedings therefor shall be available pending or threatened, by the Commission or any state securities division. Any requests for additional information on the sale part of all Shares any state securities division to be issued included in the Memorandum shall have been complied with to the Agent's reasonable satisfaction, and sold hereunderno amendment or supplement to the Memorandum shall be made to which the Agent, or the Agent's counsel, shall have reasonably objected after having received reasonable notice. (b) None There shall not have occurred any adverse change, or any development involving a prospective adverse change in, or affecting the business or properties of, the Company which, in the Agent's reasonable opinion, would materially adversely affect, the offer and sale of the following events Units on the Company's behalf. (c) The Agent shall not have occurred and be continuing: (i) receipt been advised by the Company of any request for additional information from and shall not have advised the Commission Company that the Memorandum, or any other federal amendment thereof or state governmental authority during the period of effectiveness of the Registration Statementsupplement thereto, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Shares; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain contained any untrue statement of a material fact which, in the opinion of its legal counsel, is material, or omit that the Memorandum omits to state any a fact which, in the opinion of such counsel, is material fact and is required to be stated therein or is necessary to make the statements therein contained therein, in light of the circumstances under which they were made, not misleading misleading; provided, however, that this paragraph (c) shall not apply to any statements or omissions which are based upon and conform to written information furnished to the Company by the Agent (or on behalf of the Agent and specifically at the request of the Agent) specifically for use in the Memorandum or any amendment thereof or supplement thereto. (d) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel for the Company, shall have furnished to the Agent as of each Closing Date (as defined herein) such opinion or opinions in form and substance satisfactory to the Agent and the Agent's counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Utah (assuming that such laws are substantially similar to the laws of the State of Minnesota); has the requisite corporate power to own, lease and operate its properties and conduct its business as described in the Memorandum; and is duly qualified to do business as a foreign corporation in good standing in the States of Minnesota and Wisconsin. (ii) The number of authorized, and to the best of such counsel's knowledge, the number of issued and outstanding shares of capital stock of the Company are as set forth in the Memorandum (except as for the addition of Securities issued pursuant to this Offering), and all such capital stock has been duly authorized and is validly issued, fully paid and I nonassessable. Upon delivery of, and payment for, the Securities pursuant to this Agreement and the Subscription Agreements, the subscribers thereof will acquire the Securities free and clear of all liens, encumbrances or claims. To the best knowledge of such counsel, no preemptive rights, contractual or otherwise, of security holders of the Company exist with respect to the issuance or sale of the Securities by the Company. The Securities conform as to matters of law in all material respects to the description of them made in the Memorandum, and such description accurately sets forth the material legal provisions thereof required to be set forth in the Memorandum. (iii) The Securities have been duly authorized and, that upon delivery to the subscribers thereof against payment therefor, pursuant to this Agreement and the Subscription Agreements, will be validly issued, fully paid, and nonassessable. (iv) The certificates evidencing the Securities comply as to form with the applicable provisions of the laws of the State of Utah. (v) This Agreement and the Agent's Warrants have been duly authorized, executed, and delivered by the Company and are the valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforceability may be limited by the Enforceability Limitations. A sufficient number of shares of Common Stock of the Company have been reserved for issuance by the Company upon exercise of the Agent's Warrants. (vi) To the best of such counsel's knowledge, there are no material legal or governmental proceedings required by the 1933 Act and the Rules and Regulations to be described or referred to in the case Memorandum that are not described or referred to therein. (vii) To the best of such counsel's knowledge there are no legal, governmental or administrative proceedings pending or threatened against the Company that relate to patents, trademarks or other intellectual property, except for pending or proposed United States and foreign patent applications. (viii) No authorization, approval or consent of any governmental authority or- agency is necessary in connection with the issuance and sale of the ProspectusSecurities as contemplated under this Agreement, except such as may be required under the Act or under state or other securities laws in connection with the sale of the Securities. (ix) Assuming that the Securities are offered and sold as contemplated by the Memorandum and this Agreement (including all representations and warranties contained therein), the offer, sale, issuance and delivery of the Securities are exempt from the- registration and prospectus delivery requirements of the Act. (x) To the best of such counsel's knowledge, the execution, delivery, and performance of the Agency Agreement and any issuance and delivery of Securities is not in material contravention of any of the provisions of any note, indenture, mortgage, deed of trust, joint venture agreement, agreement or other instrument known to such counsel to which the Company is a party or by which it will is bound and which is material to the business of the Company as a whole, or of any material law, rule or regulation of the United States, or the State of Minnesota, or any judgment, order or decree known to such counsel and applicable to the Company of any court having jurisdiction over the Company or any of its properties. In expressing the foregoing opinion, as to matters of fact relevant to conclusions of law, counsel may rely, to the extent that they deem proper, upon certificates of public officials and of the officers of the Company, provided that copies of such officers' certificates are attached to the opinion. (e) The Agent and purchasers shall have received from the Company a certificate, dated as of each Closing Date, of the principal executive officer and the principal financial or accounting officer of the Company to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct as if made on each Closing Date; (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at, or prior to, such date; (iii) as of each Closing Date, the Memorandum and any supplement thereto, contained all statements and information required to be included therein, the Memorandum did not contain include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading, and, since the date of the Memorandum there has occurred no event required to be set forth in an amendment to the Memorandum which has not been so set forth; provided, however, that such certificate does not require any representation concerning statements in, or omissions from, the Memorandum, or any amendment thereof or supplement thereto, which are based upon and conform to written information furnished to the Company by the Agent specifically for use in the preparation of the Memorandum or any such amendment or supplement; (iv) except as is otherwise expressly stated in the Memorandum, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to the best of their knowledge, threatened to which the Company is a party or of which the business or property of the Company is subject; (v) subsequent to the date as of which information is given in the Memorandum, and except as contemplated or referred to in the Memorandum, the Company has not incurred any direct, or to the best of their knowledge, contingent liabilities or obligations material to the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or entered into any development involving a prospective changematerial transactions, in except liabilities, obligations or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of businessbusiness or relating to the offering of Units pursuant to the Memorandum, except as set forth in or contemplated and there has not been any change in the Prospectus (after giving effect to capital stock, short-term or long-term debt of the Company, or any amendment or supplement thereto) the effect of which, is, material adverse change in the reasonable judgment financial position, net worth or results of operations of the AgentCompany; (vi) subsequent to the dates as of which information is given in the Memorandum, so the Company has not sustained any material and adverse as to make it impractical loss of, or inadvisable to proceed with the offering damage to, its properties, whether or delivery of the Shares as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto)not insured. (df) The Agent and the purchasers shall have received received, dated as of each Closing Date, from the opinion Secretary of the Company Counsel required a certificate of incumbency certifying the names, titles and signatures of the officers authorized to execute the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance of this Agreement, a copy of such resolutions to be delivered pursuant Section 6(oattached to such certificate, certifying such resolutions and certifying that the Articles of Incorporation of the Company and the Bylaws of the Company in the form attached thereto have been validly adopted and have not been amended or modified. (g) on Prior to or before simultaneously with the date on which such deliveries First Closing, the Additional Investors (as defined in the Memorandum) shall have purchased at a price to equal to $1.20 per unit at least 583,333 units, each consisting of such opinions are required pursuant two shares of the Company's Series A Cumulative Convertible Preferred Stock (convertible into two shares of the Company's Common Stock) and one redeemable Warrant to Section 6(o)purchase one share of the Company's Common Stock.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Company, the Adviser and the Administrator herein, to the due performance by the Company of its obligations hereunder, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of all Shares Notes to be issued and sold hereunder. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the SharesNotes; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of or preventing the use of, the Registration Statement or the Prospectus or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the 1940 Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate. (c) There shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and Subsidiaries its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (after giving effect to any amendment or supplement thereto) the effect of which, is, in the reasonable judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement (after giving effect to any amendment thereof) and the Prospectus Supplement (after giving effect to any amendment or supplement thereto). (d) The Agent shall have received the opinion opinions of Company Counsel and Counsel required to be delivered pursuant Section 6(o) on or before the date on which such deliveries delivery of such opinions are is required pursuant to Section 6(o). (e) The Agent shall have received the opinion of Maryland Counsel required to be delivered pursuant Section 6(p) on or before the date on which such delivery of such opinion is required pursuant to Section 6(p). (f) The Agent shall have received the Comfort Letter required to be delivered pursuant Section 6(q) on or before the date on which such delivery of such letter is required pursuant to Section 6(q). (g) The Agent shall have received the certificates required to be delivered pursuant to Section 6(n) and Section 6(r) on or before the date on which delivery of such certificate is required pursuant to Section 6(n) and Section 6(r), respectively. (h) The Agent shall have received the opinion of Agent Counsel required to be delivered pursuant Section 6(s) on or before the date on which such delivery of such opinion is required pursuant to Section 6(s). (i) The Notes shall either have been (i) approved for listing on the NYSE or (ii) the Company shall have submitted to the NYSE a Supplemental Listing Application for listing of the Notes on the NYSE at, or prior to, the issuance of any Placement Notice. (j) Trading in the 2024 Notes, the 2028 Notes, the 2029 Notes or the Notes shall not have been suspended on the NYSE. (k) The Notes shall be rated at least BBB- by Standard & Poor’s Ratings Services and at least BBB by ▇▇▇▇▇ Bond Rating Agency, Inc. (l) On or after each Applicable Time and each Settlement Date (i) no downgrading shall have occurred in the rating accorded to the Company’s debt securities (including the 2024 Notes, the 2028 Notes, the 2029 Notes and the Notes) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities (including the 2024 Notes, the 2028 Notes, the 2029 Notes and the Notes). (m) All filings with the Commission required by Rule 497 under the 1933 Act to have been filed prior to the sale of Notes hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (n) FINRA shall have confirmed that it has no objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.