Common use of Effectiveness of Registration Statement; Rule 430A Information Clause in Contracts

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:30 p.m., New York City time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become is effective not later than 5:30 p.m., New York City time, on under the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, and, at each of the Closing Date and any Option Closing DateSecurities Act, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have has been issued under the Securities Act, no order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus, the Prospectus or the Prospectus any part thereof shall have been issued and no proceedings for any of those purposes that purpose or pursuant to Section 8A under the Securities Act shall have been instituted initiated or are pending orthreatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the Company’s knowledgereasonable satisfaction of the Underwriter; and the Rule 462(b) Registration Statement, contemplated by if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 3.2 and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.430A.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement Statement, including any Rule 462(b) Registration Statement, has become effective not later than 5:30 p.m., New York City time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, and, at each of the Closing Date and any Option Closing Date, Time no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus shall have has been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the knowledge of the Company’s knowledge, contemplated by contemplated; and any request on the Commission. The Company has complied with each request (if any) from part of the Commission for additional informationinformation shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under of the Securities Act Regulations. If the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Eastern Time, on the date of this Agreement. All material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become is effective not later than 5:30 p.m., New York City time, on under the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, and, at each of the Closing Date and any Option Closing DateSecurities Act, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have has been issued under the Securities Act, no order preventing or suspending the use of the Base Prospectus, any Preliminary Prospectus, the Prospectus or the Prospectus any part thereof shall have been issued and no proceedings for any of those purposes that purpose or pursuant to Section 8A under the Securities Act shall have been instituted initiated or are pending orthreatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the Company’s knowledgereasonable satisfaction of the Representative; and the Rule 462(b) Registration Statement, contemplated by if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Securities Act Regulations and in accordance with Section 3.2 and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.430A.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become is effective not later than 5:30 p.m., New York City time, on under the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, and, at each of the Closing Date and any Option Closing DateSecurities Act, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or the Prospectus any part thereof shall have been issued and no proceedings for any of those purposes that purpose or pursuant to Section 8A under the Securities Act shall have been instituted initiated or are pending orthreatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the Company’s knowledgereasonable satisfaction of the Representative; and the Rule 462(b) Registration Statement, contemplated by if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Securities Act Regulations and in accordance with Section 3.2 and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.430A.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement Statement, including any Rule 462(b) Registration Statement, has become effective not later than 5:30 p.m., New York City time, on under the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, 1933 Act and, at each of the Closing Date and any Option Closing DateTime, no stop order suspending the effectiveness of the Registration Statement or any post-post- effective amendment thereto or of the ADS Registration Statement shall have has been issued under the Securities 1933 Act, no order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus shall have has been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s Transaction Entities’ knowledge, contemplated by contemplated; and the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under 430A. (b) Opinion and Negative Assurance Letter of Counsel for Transaction Entities. At the Securities Act RegulationsClosing Time, the Representatives shall have received the opinion and negative assurance letter, each dated the Closing Time, of Sidley Austin LLP, counsel for the Transaction Entities, together with signed or reproduced copies of such letter for each of the other Underwriters, in the form set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may rely upon the opinion of ▇▇▇▇▇▇▇ LLP as to all matters governed by the laws of the State of Maryland and may rely, to the extent such counsel deems proper, as to factual matters upon certifications of officers and other representatives of the Transaction Entities and their subsidiaries and certifications of public officials.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement Statement, including any Rule 462(b) Registration Statement, has become effective not later than 5:30 p.m., New York City time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022, and, at each as of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus preliminary prospectus or the Prospectus shall have has been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s knowledge, contemplated by contemplated; and the Commission. The Company has and the Guarantors have complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations Act, without reliance on Rule 424(b)(8) under the Securities Act, or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act. The Prospectus shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act, without reliance on Rule 424(b)(8) under the Securities Act, and the Pricing Term Sheet and any other material required to be filed by the Company and the Guarantors pursuant to Rule 433(d) under the Securities Act Regulationsshall have been filed with the Commission in the manner and within the time frame required by Rule 433 under the Securities Act.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has shall have become effective not later than 5:30 5:00 p.m., New York City Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022you, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s and MBC’s knowledge, contemplated by the Commission. The Each of the Company and MBC has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:30 5:00 p.m., New York City Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022Representative, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations. _______________ 1 NTD: to confirm that the TA will serve as warrant agent.

Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:30 p.m., New York City Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative and the ADS Registration Statement became effective on February 10, 2022Representatives, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the ADS Registration Statement shall have has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus shall have has been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. A prospectus If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A 430A. If the Company elects to rely upon Rule 462(b) under the Securities Act RegulationsAct, the Company shall have filed a Rule 462 Registration Statement with the Commission in compliance with Rule 462(b) promptly after 4:00 p.m., New York City time, on the date of this Agreement, and the Company shall have at the time of filing either paid to the Commission the filing fee for the Rule 462 Registration Statement or given irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.