Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities Act, or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act Regulations or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent and does not relate to the transaction herein provided, and (C) the only remedy Agent shall have with respect to the failure by the Company to provide the Agent with such copy or the filing of such amendment or supplement despite the Agent’s objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), ): (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination . ▇▇▇▇▇ will be deemed not to file or not file have objected to any amendment or supplement with to the Commission under Registration Statement if it has not furnished comments or objections by 5:00 p.m. New York time on the business day following the date on which the Company provided a copy pursuant to this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the Company’s making such filing notwithstanding the Agents’ objection (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement Shares or for additional information, information related to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company shall have no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the Placement Shares or the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the Company’s making such filing notwithstanding the Agents’ objection (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated therein by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to a Placement or other transaction contemplated hereunder, and (C) the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇▇ or any successor system; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule172), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ MLV’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable MLV’s opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents MLV (provided, however, that the failure of the Agents MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement Securities or a security convertible into the Common Shares Placement Securities unless a copy thereof has been submitted to Agents MLV within a reasonable period of time before the filing and the Agents MLV has not objected thereto (provided, however, that the failure of the Agents MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇); and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed applicable paragraph of Rule 424(b) (the determination to file or not file any amendment or supplement with the Commission under this Section 7(awithout reliance on Rule 424(b)(8), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Noble under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Noble promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Noble’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Noble’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Noble (provided, however, that the failure of the Agents Noble to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Noble’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Noble shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Noble within a reasonable period of time before the filing and the Agents Noble has not reasonably objected thereto (provided, however, that the failure of the Agents Noble to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Noble’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Noble shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Noble at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of execution of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents and does not relate to the transaction herein provided) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (iii) further, that the Company will not file any only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇filed); and (iviii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by until the Agents under completion of the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule)sales contemplated hereunder, (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Canadian Base Prospectus or the Registration Statement, other than documents incorporated by reference, Statement has been filed with any Canadian Qualifying Authority or the Commission and/or and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the U.S. Prospectus or the Canadian Prospectus has been filed (each, an "Amendment Date") and of any request by the Commission or any Canadian Qualifying Authority for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectuses or for additional information, ; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) of the Act and with the Canadian Qualifying Authorities, and will prepare and file with the Commission, promptly upon the Agents’ Sales Agent's reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Sales Agent's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or Prospectuses (other than a security convertible copy of any documents incorporated by reference into the Common Shares Registration Statement or the Prospectuses) unless a copy thereof has been submitted to Agents within the Sales Agent a reasonable period of time before the filing thereof affording the Sales Agent and the Agents Sales Agent's counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement); and (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses (provided that the Company shall not be required to deliver documents or information incorporated by reference into the Registration Statement or the Prospectus, except for those Prospectuses if such documents available via are accessible from SEDAR or ▇▇▇▇▇; ) and (iv) the Company will cause (i) each amendment or supplement to the U.S. Prospectus to be filed with the Commission as required pursuant to General Instruction II.L of Form F-10 of the Securities Act, Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed and (the determination to file or not file any ii) each amendment or supplement to the Canadian Prospectus to be filed with the Commission under this Section 7(a)Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the "Canadian Shelf Procedures") or, based on in the Company’s reasonable opinion or reasonable objectionscase of any document to be incorporated therein by reference, shall to be made exclusively by filed with the Company)Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected in writing thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (except for documents incorporated by reference) relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto in good faith on reasonable grounds and in writing two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Chardan under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Chardan promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Chardan’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Chardan’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Chardan (provided, however, that the failure of the Agents Chardan to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Chardan’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Chardan shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Chardan within a reasonable period of time before the filing and the Agents Chardan has not reasonably objected thereto (provided, however, that the failure of the Agents Chardan to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Chardan’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Chardan shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Chardan at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Shares or a security convertible into offering of the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (except for documents incorporated by reference) relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (iii) further, that the Company will not file any only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇filed); and (iviii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed Act (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent with any advance copy of such filing or to provide the Agent with the opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇.

Registration Statement Amendments. After the date of this Agreement and prior to the date of the first Placement Notice, the Company will file the Registration Statement and, after final review by the Commission, will cause the Registration Statement to be declared effective by the Commission. After the date of this Agreement and during any period in which a an ATM Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus or the ATM Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement Statement, the Prospectus or the Prospectus, as applicable, ATM Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement , the Prospectus or the Prospectus, as applicable, ATM Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement Statement, the Prospectus or the ATM Prospectus relating to the Common Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement , the Prospectus or the ATM Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus or the ATM Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇IDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement), (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and , (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to file Rule 415 under the Securities Act or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule172), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement Securities or a security convertible into the Common Shares Placement Securities unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement Securities or a security convertible into the Common Shares Placement Securities unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8) under the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Cowen (provided, however, that the failure of the Agents Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Cowen within a reasonable period of time before the filing and the Agents Cowen has not reasonably objected thereto (provided, however, that the failure of the Agents Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to file Rule 415 under the Securities Act or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents any Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange ActRules and Regulations and pursuant to applicable Canadian Securities Laws, within and (v) prior to the termination of this Agreement, the Company will notify the Agents if at any time period prescribed (the determination to file Registration Statement shall no longer be effective as a result of the passage of time or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act or similar ruleAct), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Act; (iii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinionopinion and upon the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, however that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, ); (iiiiv) the Company will not file submit to the Agents a copy of any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing thereof and will afford the Agents has not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect and the Agents’ right counsel a reasonable opportunity to rely comment on the representations and warranties made by the Company in this Agreement) and the Company will furnish any such proposed filing prior to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇such proposed filing; and (ivv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities Act, applicable paragraph of Rule 424(b) under the Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by until the Agents under completion of the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule)sales contemplated hereunder, (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Canadian Base Prospectus or the Registration Statement, other than documents incorporated by reference, Statement has been filed with any Canadian Qualifying Authority or the Commission and/or and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the U.S. Prospectus or the Canadian Prospectus has been filed (each, an “Amendment Date”) and of any request by the Commission or any Canadian Qualifying Authority for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectuses or for additional information, ; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) of the Act and with the Canadian Qualifying Authorities, and will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or Prospectuses (other than a security convertible copy of any documents incorporated by reference into the Common Shares Registration Statement or the Prospectuses) unless a copy thereof has been submitted to Agents within the Sales Agent a reasonable period of time before the filing thereof affording the Sales Agent and the Agents Sales Agent’s counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement); and (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses (provided that the Company shall not be required to deliver documents or information incorporated by reference into the Registration Statement or the Prospectus, except for those Prospectuses if such documents available via are accessible from SEDAR or ▇▇▇▇▇; ) and (iv) the Company will cause (i) each amendment or supplement to the U.S. Prospectus to be filed with the Commission as required pursuant to General Instruction II.L of Form F-10 of the Securities Act, Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed and (the determination to file or not file any ii) each amendment or supplement to the Canadian Prospectus to be filed with the Commission under this Section 7(a)Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the “Canadian Shelf Procedures”) or, based on in the Company’s reasonable opinion or reasonable objectionscase of any document to be incorporated therein by reference, shall to be made exclusively by filed with the Company)Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement Shares or for additional information, information related to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company shall have no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing (i) is not an amendment or supplement to the Prospectus Supplement and (ii) does not name the Agent or does not relate to the Placement Shares or the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ): (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objectionsobjection, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment relating to the Placement Shares to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement relating to the Placement Shares to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares Placement Shares, other than documents incorporated by reference, unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Shares Placement ADSs or a security convertible into or exchangeable or exercisable for the Common Shares Placement ADSs unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the Company’s making such filing notwithstanding the Agents’ objection (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares Placement ADSs or a security convertible into the Common Shares Placement ADSs unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has have not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Chardan under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Chardan promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Chardan’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Chardan’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Chardan (provided, however, that the failure of the Agents Chardan to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Chardan’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Chardan shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Chardan within a reasonable period of time before the filing and the Agents Chardan has not reasonably objected thereto (provided, however, that the failure of the Agents Chardan to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Chardan’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Chardan shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Chardan at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares (other than an Incorporated Document) or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent and does not reference the transactions contemplated hereby; provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents C▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents C▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ C▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ C▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents C▇▇▇▇ (provided, however, that the failure of the Agents C▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents C▇▇▇▇ within a reasonable period of time before the filing and the Agents C▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents C▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, and provided further, that the only remedy C▇▇▇▇ shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents C▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇IDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in upon the Agents’ reasonable opinionadvice of the Company’s legal counsel (after due consultation with the Sales Agent and its counsel, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement ADSs or a security convertible into the Common Shares Placement ADSs unless a copy thereof has been submitted to Agents the Sales Agent within a reasonable period of time before the filing and the Agents Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act, within due to the time period prescribed (Company no longer qualifying as a “well known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise. Prior to the determination initial sale of any Placement Shares, the Company shall file the ATM Prospectus pursuant to file or not file any amendment or supplement with Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus disclosing a material change in the Prospectus relating to terms of the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected in writing thereto within two (2) Business Days (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents any opportunity to object to such filing if such filing does not name the Agents and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy Agents shall have with respect to the failure by the Company to seek such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents each Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ a Sales Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ such Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents such Sales Agent (provided, however, that the failure of the Agents a Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ any Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents each Sales Agent within a reasonable period of time before the filing and the Agents has not no Sales Agent has, in its reasonable discretion, objected thereto (provided, however, that the failure of the Agents a Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ any Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents each Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within and (v) prior to the termination of this Agreement, the Company will notify each Sales Agent if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)Placement Shares.

Registration Statement Amendments. After The Company shall prepare the Prospectus in a form approved by the Distribution Agent and to file such Prospectus pursuant to Rule 424(b) under the Act on or prior to the date that is one business day following the date hereof unless otherwise agreed to by the Distribution Agents. Other than a prospectus filed under the Registration Statement which does not pertain to the offer or sale of the Placement Securities, after the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Distribution Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ a Distribution Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ a Distribution Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents a Distribution Agent (provided, however, that the failure of the Agents a Distribution Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ a Distribution Agent’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement Securities or a security convertible into the Common Shares Placement Securities unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing and the Distribution Agents has have not reasonably objected thereto (provided, however, that the failure of the Agents a Distribution Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Distribution Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed applicable paragraph of Rule 424(b) (the determination to file or not file any amendment or supplement with the Commission under this Section 7(awithout reliance on Rule 424(b)(8), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration StatementStatement or supplement thereto, other than documents incorporated by reference, has been filed with the Commission and/or has become effective Incorporated Documents or any subsequent supplement amendments or supplements not related to the Prospectus Placement Shares, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agent or does not relate to the Placement Shares, and (C) the only remedy the Agents shall have with respect to the Company’s making such filing or failure to provide the Agents with a copy of such filing, amendment or supplement, will be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the prescribed. The determination to file or not to file any amendment or supplement with the Commission under this Section 7(a)Commission, based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents C▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents C▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ C▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ C▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents C▇▇▇▇ (provided, however, that the failure of the Agents C▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents C▇▇▇▇ within a reasonable period of time before the filing and the Agents C▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents C▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents C▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇IDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ML&Co under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ML&Co promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ML&Co’s request, any amendments or supplements to the Registration Statement Statement, Prospectus or the Prospectus, as applicable, free writing prospectus that, in the Agents’ reasonable opinionopinion of external counsel for ML&Co, may is necessary in order that the Registration Statement or Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (with respect to the Prospectus only, in the light of the circumstances existing at the time it is delivered to a purchaser), or if it shall be necessary necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or advisable amend, supplement the Prospectus or deliver any free writing prospectus in order to comply with the requirements of the Securities Act in connection with the distribution of the Placement Shares by the Agents ML&Co (provided, however, that the failure of the Agents ML&Co to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ML&Co’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus or prepare any free writing prospectus relating to the Common Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ML&Co within a reasonable period of time before the filing and the Agents ML&Co has not reasonably objected thereto (provided, however, that the failure of the Agents ML&Co to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ML&Co’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ML&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will promptly effect the filing or cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation (insofar as it relates to the Placement Shares), (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days following its receipt of a copy thereof (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or an opportunity to object to such filing if such filing does not name or reference the Agent or the transactions contemplated hereunder, and (C) the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent's request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent's right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent's right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s 's reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to obtain such consent (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act; and (v) prior to the termination of this Agreement, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to file Rule 415 under the Securities Act or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents C▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents C▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ C▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ C▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents C▇▇▇▇ (provided, however, that the failure of the Agents C▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents C▇▇▇▇ within a reasonable period of time before the filing and the Agents C▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents C▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents C▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ an Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto within two (2) Business Days (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents any opportunity to object to such filing if such filing does not name either of the Agents and does not relate to the transactions contemplated under this Agreement, and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents MLV under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule172), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ MLV’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable MLV’s opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents MLV (provided, however, that the failure of the Agents MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement Securities or a security convertible into the Common Shares Placement Securities unless a copy thereof has been submitted to Agents MLV within a reasonable period of time before the filing and the Agents MLV has not objected thereto (provided, however, that the failure of the Agents MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇); and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed applicable paragraph of Rule 424(b) (the determination to file or not file any amendment or supplement with the Commission under this Section 7(awithout reliance on Rule 424(b)(8), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ either Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents an Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing (but without limiting the Agents’ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has have not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent (but without limiting the Agents’ rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectusan Incorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Cowen (provided, however, that the failure of the Agents Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement), (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Cowen within a reasonable period of time before the filing and the Agents Cowen has not reasonably objected thereto (provided, however, that the failure of the Agents Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and , (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to file Rule 415 under the Securities Act or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed filed, and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), (i) ): the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) ; the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (iiibut without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule172), (i) the Company will promptly notify the Agents promptly Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Manager’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, opinion of the Manager may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Manager (provided, however, that the failure of the Agents Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference into the Prospectus Registration Statement, relating to the Common Shares Securities or a security convertible into the Common Shares Securities unless a copy thereof has been submitted to Agents the Manager within a reasonable period of time before the filing and the Agents Manager has not reasonably objected thereto (provided, however, that the failure of the Agents Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇); and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with Prospectus, other than documents incorporated by reference into the Commission as required pursuant to the Securities Act, or, in the case of any document to be incorporated therein by referenceRegistration Statement, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed applicable paragraph of Rule 424(b) (the determination to file or not file any amendment or supplement with the Commission under this Section 7(awithout reliance on Rule 424(b)(8), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agents MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ MLV’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ MLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents MLV (provided, however, that the failure of the Agents MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (iii) further, that the Company will not file any only remedy MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇filed); and (iviii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to MLV within a reasonable period of time before the filing and MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect MLV’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide MLV any advance copy of such filing or to provide MLV an opportunity to object to such filing if the filing does not name MLV or does not relate to the transaction herein provided; and provided, further, that the only remedy MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be #95784421v14 delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, ADS Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement, ADS Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, in each case, insofar as it relates to the transactions contemplated hereby; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement, ADS Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement, ADS Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Shares or a security convertible into the Common offering of Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement Shares or for additional information, information related to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section ‎9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company shall have no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing (i) is not an amendment or supplement to the Prospectus Supplement and (ii) does not name the Agent or does not relate to the Placement Shares or the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section ‎9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agents Benchmark under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Benchmark promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Act; (iii) the Company will prepare and file with the Commission, promptly upon the Agents’ Benchmark’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in Benchmark’s reasonable opinion and upon the Agents’ reasonable opinionadvice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Benchmark (provided, however, however that the failure of the Agents Benchmark to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Benchmark’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iiiiv) the Company will not file submit to Benchmark a copy of any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing thereof and the Agents has not objected thereto (provided, however, that the failure of the Agents will afford Benchmark and Benchmark’s counsel a reasonable opportunity to make comment on any such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right proposed filing prior to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇such proposed filing; and (ivv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities Act, applicable paragraph of Rule 424(b) under the Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇IDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within and (v) during the term of this Agreement, the Company will notify ▇▇▇▇▇ if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents each Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule)Act, (i) the Company will notify the Agents each Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ each Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ each Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents each Agent (provided, however, that the failure of the Agents either Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ either Agent’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Shares Placement Securities or a security convertible into the Common Shares Placement Securities unless a copy thereof has been submitted to Agents each Agent within a reasonable period of time before the filing and the Agents neither Agent has not reasonably objected thereto (provided, however, that the failure of the Agents either Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right rights to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents each Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)applicable paragraph of Rule 497.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed filed, other than documents incorporated by reference, and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, based on advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).. Notwithstanding the foregoing, the Section 7(a) shall in not be construed to limit the Company’s ability to file with the Commission a registration statement on Form S-3 pursuant to Rule 415(a)(6) of the Securities Act to cover any securities registered pursuant the Current Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Distribution Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the reasonable opinion of counsel of the Distribution Agents’ reasonable opinion, may be is necessary or advisable in connection with the distribution of the Placement Shares by the Agents a Distribution Agent (provided, however, that the failure of the Distribution Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement, ; (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing and either of the Distribution Agents has not reasonably objected thereto (provided, however, that (A) the failure of the Distribution Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Distribution Agents any advance copy of such filing or to provide the Distribution Agents an opportunity to object to such filing if the filing does not name the Distribution Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Distribution Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement Shares or for additional information, information related to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company shall have no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the Placement Shares or the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus Supplement relating to any Placement Shares Offered Securities is required to be delivered by the Agents Placement Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Placement Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Supplement, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus Supplement or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Placement Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus Supplement that, in the Agents’ Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Offered Securities by the Agents Placement Agent (provided, however, that the failure of the Agents Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Placement Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Placement Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Placement Agent’s rights under Section 7 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Supplement, other than Incorporated Documents, relating to the Common Shares Offered Securities or a security convertible into or exchangeable or exercisable for the Common Shares Offered Securities unless a copy thereof has been submitted to Agents the Placement Agent within a reasonable period of time before the filing and the Agents Placement Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Placement Agent shall have with respect to the Company’s making such filing notwithstanding the Placement Agent’s objection (but without limiting the Placement Agent’s rights under Section 7 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Placement Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Supplement, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares Securities is required to be delivered by the Agents Underwriter under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule172), (i) the Company will notify the Agents Underwriter promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Pricing Prospectus or the Final Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement Statement, the Pricing Prospectus or the Prospectus, as applicable, Final Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Underwriter’s request, any amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus, as applicable, Final Prospectus that, in the Agents’ Underwriter’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Underwriter (provided, however, that the failure of the Agents Underwriter to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Underwriter’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement Statement, the Pricing Prospectus or the Prospectus Final Prospectus, other than documents incorporated by reference, relating to the Common Shares Securities or a security convertible into the Common Shares Securities unless a copy thereof has been submitted to Agents the Underwriter within a reasonable period of time before the filing and the Agents Underwriter has not reasonably objected thereto (provided, however, that the failure of the Agents Underwriter to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Underwriter’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents Underwriter at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement Statement, the Pricing Prospectus or the Final Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActBasic Prospectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8) under the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be is necessary or advisable in connection with the distribution of the Placement Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Sales Agent within a reasonable period of time before the filing and the Agents Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective (each, a “Registration Statement Amendment Date”) or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Sales Agent’s reasonable opinionopinion based upon the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, ); and (iiiiv) the Company will not file submit to the Sales Agent a copy of any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing thereof and will afford the Sales Agent and the Agents has not objected thereto (provided, however, that the failure of the Agents Sales Agent’s counsel a reasonable opportunity to make comment on any such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right proposed filing prior to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇such proposed filing; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (prescribed; provided that the determination Company has no obligation to file provide the Sales Agent any advance copy of such filing or to provide the Sales Agent an opportunity to comment on such filing if such filing does not file any amendment or supplement with name the Commission under this Section 7(a), based on Sales Agent and does not reference the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)transactions contemplated hereby.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agents FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ FBR’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ FBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents FBR (provided, however, that the failure of the Agents FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ FBR’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (iii) further, that the Company will not file any only remedy FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇filed); and (iviii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to FBR within a reasonable period of time before the filing and FBR has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect FBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide FBR any advance copy of such filing or to provide FBR an opportunity to object to such filing if the filing does not name FBR or does not relate to the transaction herein provided; and provided, further, that the only remedy FBR shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇.

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, information with respect to the Registration Statement or the Prospectus; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to make such filing (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than Incorporated Documents, relating to the Common Placement Shares or a security convertible into or exchangeable or exercisable for the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the Company’s making such filing notwithstanding the Agents’ objection (but without limiting the Agents’ rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing will be to cease making sales under this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments or supplements not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ BTIG’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents BTIG (provided, however, that the failure of the Agents BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into (except for the Common Shares Incorporated Documents) unless a copy thereof has been submitted to Agents within BTIG a reasonable period of time before the filing and the Agents BTIG has not reasonably objected thereto (provided, however, (A) that the failure of the Agents BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement and provided further, that the only remedy BTIG shall have with respect to the failure to make such filing, other than any other remedy expressly provided for pursuant to this Agreement, shall be to cease making sales under this Agreement until such amendment or supplement is filed, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), (i) the Company will comply with the requirements of Rule 430B and will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares (other than Incorporated Documents) or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the ProspectusIncorporated Document, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than Incorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, orAct and, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in upon the Agents’ reasonable opinionadvice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Base Prospectus relating to the Common Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on DB2/ 46767468.11 the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; , and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing (other than the Agent’s rights under Section 10 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed; (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (except for documents incorporated by reference) relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected in writing thereto within two (2) business days (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agents Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will promptly notify the Agents promptly Manager, the Forward Seller and the Forward Purchaser of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, ; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ requestrequest of the Manager or the Forward Seller and the Forward Purchaser, as the case may be, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinionopinion of the Manager or the Forward Seller and the Forward Purchaser, as the case may be, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Manager, the Forward Seller or the Forward Purchaser, as the case may be (provided, however, that the failure of the Agents Manager, the Forward Seller or the Forward Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s, the Forward Seller’s or the Forward Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference into the Prospectus Registration Statement, relating to the Common Shares Securities or a security convertible into the Common Shares Securities unless a copy thereof has been submitted to Agents the Manager, the Forward Seller and the Forward Purchaser within a reasonable period of time before the filing and the Agents has Manager, the Forward Seller and the Forward Purchaser have not reasonably objected thereto (provided, however, that the failure of the Agents Manager, the Forward Seller or the Forward Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s, the Forward Seller’s or the Forward Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇); and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with Prospectus, other than documents incorporated by reference into the Commission as required pursuant to the Securities Act, or, in the case of any document to be incorporated therein by referenceRegistration Statement, to be filed with the Commission as required pursuant to the Exchange Act, within applicable paragraph of Rule 424(b) under the time period prescribed Securities Act (the determination to file or not file any amendment or supplement with the Commission under this Section 7(awithout reliance on Rule 424(b)(8), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ BTIG’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents BTIG (provided, however, that the failure of the Agents BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the Agents’ representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to BTIG a reasonable period of time before the filing and BTIG has not reasonably objected thereto (provided, however, (A) that the failure of BTIG to make such objection shall not relieve the Company of any obligation or liability hereunder and under any Terms Agreement, as applicable, or affect BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (iiiB) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company will has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not file any amendment name BTIG or supplement does not relate to the Registration Statement transactions contemplated hereunder or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto under any Terms Agreement); (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreementiv) and the Company will furnish to the Agents BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (except for Incorporated Documents) relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents the Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected in writing thereto within two (2) Business Days of such submission (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus relating to the Placement Shares to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a‎7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has not reasonably objected thereto (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional informationinformation related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto in writing within two (2) Business Days (provided, however, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Distribution Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing and either of the Distribution Agents has not reasonably objected thereto within two (2) Business Days (provided, however, that (A) the failure of the Distribution Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Distribution Agents any advance copy of such filing or to provide the Distribution Agents an opportunity to object to such filing if the filing does not name the Distribution Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Distribution Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iviii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time period prescribed (the determination Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Noble under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents Noble promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Noble's request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Noble's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Noble (provided, however, that the failure of the Agents Noble to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Noble's right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Noble shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Noble within a reasonable period of time before the filing and the Agents Noble has not reasonably objected thereto (provided, however, that the failure of the Agents Noble to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Noble's right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy Noble shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Noble at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ and does not relate to the transaction herein provided, and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent post-effective amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into (except for the Common Shares Incorporated Documents) unless a copy thereof has been submitted to Agents within Agent a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto (provided, however, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if Agent objects thereto, Agent may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a8(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any applicable obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares (except for the Incorporated Documents) unless a copy thereof has been submitted to the Agents a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however, (A) that the failure of the Agents to make such objection shall not relieve the Company of any applicable obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (iiiB) that, if the Agents object thereto, the Agents may cease making sales of Shares pursuant to this Agreement and (C) that the Company will has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not file any amendment name the Agents or supplement does not relate to the Registration Statement or the Prospectus relating to the Common Shares or a security convertible into the Common Shares unless a copy thereof has been submitted to Agents within a reasonable period of time before the filing and the Agents has not objected thereto transactions contemplated hereunder); (provided, however, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreementiv) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, as applicable, except for those documents available via ▇▇▇▇▇; and (ivv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act, ) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however, that (A) the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided, and (C) the only remedy the Agent shall have with respect to the failure to provide the Agents with such copy or the filing of such amendment or supplement despite the Agents’ objection shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents Agent within a reasonable period of time before the filing and the Agents Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, as applicable, Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents ▇▇▇▇▇ (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, other than documents incorporated by reference, relating to the Common Placement Shares or a security convertible into the Common Placement Shares unless a copy thereof has been submitted to Agents ▇▇▇▇▇ within a reasonable period of time before the filing and the Agents ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of the Agents ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement; and provided, further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the Securities ActProspectus, or, in the case of any document to be other than documents incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange applicable paragraph of Rule 424(b) of the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Prospectus, as applicable, Placement or for additional informationinformation related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ an Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus, as applicable, Prospectus that, in upon the Agents’ reasonable opinionadvice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, ); (iii) the Company will not file any amendment or supplement to the Registration Statement or the Prospectus relating to the Common Placement Shares or a security convertible into the Common Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents has have not reasonably objected thereto (provided, however, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).