Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during the period in which a prospectus relating to the Placement Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission 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 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 Prospectus that, in the Agents’ reasonable opinion 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 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); (iv) the Company will submit to the Agents a copy of any amendment or supplement to the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing; and (v) 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 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.

Registration Statement Amendments. After the date of this Agreement and during until the period in which a prospectus relating to completion of the Placement Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Act)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 has been filed with any Canadian Qualifying Authority or the Commission 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 Prospectus the 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) under of the Act; (iii) Act and with the Company 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 Prospectus that, in the Agents’ Sales Agent's reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Sales Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus the Prospectuses (other than a copy of any documents incorporated by reference into the Registration Statement or the Prospectuses) unless a copy thereof has been submitted to the Sales Agent a reasonable period of time before the filing thereof and will afford affording the Agents Sales Agent and the Agents’ Sales Agent's counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingfiling and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement); and (viv) the Company will furnish to the 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 Prospectuses if such documents are accessible from SEDAR or ▇▇▇▇▇) and 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 applicable paragraph of Rule 424(b) under the 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 (ii) each amendment or supplement to the Canadian Prospectus to be filed with the Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the "Canadian Shelf Procedures") or, in the case of any document to be incorporated therein by reference, to be filed with the 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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and 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 or for additional information; information related to the transactions contemplated by this Agreement, (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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not reasonably objected thereto in writing within two (2) Business Days (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 comment on any such proposed filing prior object to such proposed filingfiling 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 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the Act), 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 Statement, other than Incorporated Documents, has been filed with the Commission and 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 or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 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 Agent at the time of filing thereof a reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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 prescribedprescribed (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 objection, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of execution of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 or for additional information; information (in each case, insofar as it relates to the transactions contemplated hereby), (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’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents 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 Agents’ counsel transaction herein provided) and the Company will furnish to the Agents at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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) under of the Act orSecurities 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 supplement, other than documents incorporated by reference, to the Registration Statement or 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected reasonably thereto in writing within two (2) Business Days (provided, however, that 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 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 Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇ (provided that for the avoidance of doubt, this clause (iii) shall not apply to such proposed filingdocuments the Company furnishes with the Commission under the Exchange Act); and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 or for additional information; information (insofar as it relates to the Placement Shares), (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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents have 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 to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ counsel a reasonable 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 an opportunity to comment on any such proposed filing prior object to such proposed filingfiling if such filing does not name or reference the Agents or the transactions contemplated hereunder, and (C) 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 Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated therein by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 relating to the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has 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); , (ivB) the Company will submit 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 Agents 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 amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on Prospectus, except for those documents available via ▇▇▇▇▇ or any such proposed filing prior to such proposed filingsuccessor system; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Act), Securities Act or similar rule): (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Act or, in Securities Act. ▇▇▇▇▇ will be deemed not to have objected to any amendment or supplement to the case of any document to be incorporated therein Registration Statement if it has not furnished comments or objections by reference, to be filed with 5:00 p.m. New York time on the Commission as required business day following the date on which the Company provided a copy pursuant to the Exchange Act, within the time period prescribedthis Section 7(a).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 (except for 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 objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (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 (ivB) the Company will submit 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 Agents 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 amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Act172), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ MLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselMLV’s opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents MLV (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to MLV within a reasonable period of time before the filing thereof and will afford MLV has not objected thereto (provided, however, that the Agents 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 and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingOperating Partnership in this Agreement); and (viv) 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) 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(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 Act orProspectus, 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 prescribedthe Registration Statement shall no longer be effective as a result of the passage of time or otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Act172), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 the Company will furnish to the Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) (without reliance on Rule 424(b)(8) 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 Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities 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 Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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, 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 Agent within a reasonable period of time before the filing and the Agent has not reasonably objected in writing thereto within two (2) Business Days (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); , (ivB) the Company will submit 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 Agents 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 Agent at the time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of the Securities 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 172 153 or Rule 173(a) 172 under the Securities Act), (i) the Company will notify the Agents Noble promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Noble’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Noble’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Noble (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Noble within a reasonable period of time before the filing and Noble has not reasonably objected thereto (provided, however, that the failure of Noble to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect 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) the Company will furnish to Noble at the time of filing thereof and will afford a copy of any document that upon filing is deemed to be incorporated by reference into the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingRegistration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (v) 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) under 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the any Placement Shares Securities is required to be delivered by the Agents RBC Capital Markets 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), (i) the Company will notify the Agents RBC Capital Markets promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 Prospectus or for additional informationinformation provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying RBC Capital Markets, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) at any time during which a Placement Notice is pending, the Company will not 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 Prospectus that, in the Agents’ reasonable opinion 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 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); (iv) the Company will submit to the Agents a copy of any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into Common Stock unless a copy thereof has been submitted to RBC Capital Markets within a reasonable period of time before the filing thereof and will afford the Agents RBC Capital Markets has not reasonably objected thereto and the Agents’ counsel Company will furnish to RBC Capital Markets at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viii) 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) (without reliance on Rule 424(b)(8) 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 Securities Act, within the time period prescribed).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 the Prospectus, as applicable, 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 Prospectus the Prospectus, as applicable, that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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); , (iviii) the Company will submit to the Agents a copy of 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 thereof and will afford the Agents and 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’ counsel 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 Act 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, 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 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 prescribedor otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities 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 Statement, other than Incorporated Documents, has been filed with the Commission and 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 or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 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 Agent at the time of filing thereof a reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via IDEA; and (viv) 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) under of 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 Securities Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel 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 reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that 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 the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to comment on any such proposed filing prior object to such proposed filingfiling 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 seek 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 in each case for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel 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 reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via E▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus (except for 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 thereof and will afford the Agents and the Agents’ counsel a Agent has objected thereto in good faith on reasonable grounds and in writing two (2) Business Days (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 comment on any such proposed filing prior object to such proposed 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 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares (other than documents incorporated by reference) or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 or for additional information; information (insofar as it relates to the Placement Shares), (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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 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 objected thereto in good faith on reasonable grounds and in in writing within two (2) Business Days following its receipt of a copy thereof (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); , (ivB) the Company will submit 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 Agents 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 amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of 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 Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) the Company will cause each amendment or supplement to the Prospectus (other than documents incorporated by reference) to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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; 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 afford the Agents be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of 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 Securities Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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 Placement or for additional information; information related to the Placement, (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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has 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 any advance copy of such filing or to provide the Agent an opportunity to comment on any such proposed filing prior object to such proposed filingfiling 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 Company shall prepare the Prospectus in a form approved by the Distributions Agent and to file such Prospectus pursuant to Rule 424(b) under the Securities 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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ a Distribution Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ a Distribution Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents a Distribution Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Distribution Agents have not reasonably objected thereto (provided, however, that the failure of a reasonable opportunity Distribution Agent to comment make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the 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 such proposed document that upon filing prior is deemed to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) 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(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares (other than an Incorporated Document) or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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). The documents incorporated by reference in the Prospectus or any Prospectus Supplement will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto in good faith on reasonable grounds (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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) under of 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 prescribedprescribed (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 the any period in which a prospectus relating to the 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 or Rule 173(a) under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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 Placement or for additional information; information related to the Placement, (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 either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon of counsel of the advice of counselDistribution Agents, may be is necessary or advisable in connection with the distribution of the Placement Shares by the Agents a Distribution Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the 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 thereof and will afford 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 Agents’ counsel Company will furnish to the Distribution Agents at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 Company shall prepare the Prospectus in a form approved by the Distribution Agents 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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ a Distribution Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ a Distribution Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents a Distribution Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Distribution Agents have not reasonably objected thereto (provided, however, that the failure of a reasonable opportunity Distribution Agent to comment make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the 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 such proposed document that upon filing prior is deemed to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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) 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(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares (other than Incorporated Documents) or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe an Incorporated Document in the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares (other than documents incorporated by reference) or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement ADSs or a security convertible into or exchangeable or exercisable for the Placement ADSs unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel 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 reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via E▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 ▇▇▇▇▇ or does not relate to the transactions contemplated by this Agreement and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such advance copy of the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of 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 prescribedprescribed (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 except with respect to those amendments or supplements requested by ▇▇▇▇▇ pursuant to subclause (ii) above), 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, due to the Company no longer qualifying as a “well-known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 shall be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of 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 Securities Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 the Prospectus, as applicable, 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus the Prospectus, as applicable, that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); , (iviii) the Company will submit to the Agents a copy of 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 Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 the Company will furnish to the Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 Act 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 prescribedprescribed (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 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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ a Distribution Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ a Distribution Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents a Distribution Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Distribution Agents have not reasonably objected thereto (provided, however, that the failure of a reasonable opportunity Distribution Agent to comment make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the 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 such proposed document that upon filing prior is deemed to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) 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(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 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 objected thereto in writing within two (2) Business Days (provided, however, that 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 the Company has no obligation to provide the Agent with any advance copy of such filing or 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; (ivand 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 submit furnish to the Agents Agent at the time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent's reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not objected thereto (provided, however, that 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 the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to comment on any such proposed filing prior object to such proposed filingfiling 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 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 ▇▇▇▇▇ or does not relate to the transactions contemplated by this Agreement and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such advance copy of the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of 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 prescribedprescribed (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 except with respect to those amendments or supplements requested by ▇▇▇▇▇ pursuant to subclause (ii) above), 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 due to the Company no longer qualifying as a “well-known seasoned issuer” pursuant to Rule 405 and Form S-3, or otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus relating to the 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 or Rule 173(a) under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and and/or has become effective or any subsequent amendment or supplement to the Prospectus General Disclosure Package or the Prospectus, as the case may be (other than, in each case, Incorporated Documents or amendments not related to any Placement), has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement Statement, the General Disclosure Package or the Prospectus related to the Placement or for additional informationinformation related to the Placement; (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’ Agent’s request, any amendments or supplements to the Registration Statement Statement, the General Disclosure Package or the Prospectus that, in the Agents’ reasonable opinion and upon the advice 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 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; 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement Statement, the General Disclosure Package or the Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has 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 any advance copy of such filing or to provide the Agent an opportunity to comment on any such proposed filing prior object to such proposed filingfiling if the filing does not name the Agent or does not relate to the transaction herein provided; 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 Incorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) the Company will cause each amendment or supplement to the General Disclosure Package or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the 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 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 (ivB) the Company will submit 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 Agents 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 amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 or for additional information; , (ii) the Company will not 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 amendment or supplements supplement to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counsel, may be necessary or advisable in connection with the distribution of relating to the Placement Shares by or a security convertible into the Agents Placement Shares unless a copy thereof has been submitted to MLV within two (2) Business Days before the filing and MLV has not reasonably objected thereto within the same period (provided, however however, that the failure of the Agents MLV to make such request 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 in this Agreement the only remedy MLV shall have with respect to the failure by the Company to provide MLV with such copy shall be to cease making sales under this Agreement); (iv) and the Company will submit furnish to MLV at the Agents time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 8(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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement Shares, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 AgreementAgreement and (B) the Company has no obligation to provide the Agent with any advance copy of such filing or to provide the Agent with any opportunity to object to such filing if such filing does not name the Agent and does not relate to any Placement Shares; 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); (iviii) the Company will submit to the Agents a copy of 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 thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the Placement any 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 or Rule 173(a) and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents BTIG promptly of the time when any subsequent amendment to the Registration Statement Statement, other than the Incorporated Documents, has been filed with the Commission and 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 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’ BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ BTIG’s reasonable opinion and upon the advice of counseljudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents BTIG (provided, however 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); (iviii) the Company will submit to the Agents a copy of 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 thereof and will afford BTIG has not reasonably objected thereto (provided, however, (A) that the Agents 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 Agents’ counsel a reasonable 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 comment on any such proposed filing prior object to such proposed filingfiling 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 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 Prospectus, except for those documents available via E▇▇▇▇; and (v) 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 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus disclosing a material change in the terms of the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents 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 Agents’ counsel 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 or for additional information; information (insofar as it relates to the Placement Shares), (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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 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 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 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); , (ivB) the Company will submit 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 Agents 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 amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and and/or has become effective or any subsequent supplement to the Prospectus relating to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto within two Business Days of receipt thereof (provided, however, that 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 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); (iv) the Company will furnish to the Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (v) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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, provided, further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing (other than ▇▇▇▇▇’▇ rights under Section 10 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (B) 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 (other than ▇▇▇▇▇’▇ rights under Section 10 hereof) shall be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than the Incorporated Documents, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 (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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents Agent has not objected thereto (provided, however, that 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 provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent (but without limiting the Agents’ counsel rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe an Incorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within five (5) Trading Days (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of 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 Securities Act, within the time period prescribedprescribed (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 (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 or otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities 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 Statement, other than Incorporated Documents, has been filed with the Commission and 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 or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 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 Agent at the time of filing thereof a reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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 prescribedprescribed (the determination 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; provided that the Agent may, in its sole discretion, suspend sales of Placement Shares under Section 4).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 172 153 or Rule 173(a) 172 under the Securities Act), (i) the Company will notify the Agents Noble promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Noble's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Noble's reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Noble (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Noble within a reasonable period of time before the filing and Noble has not reasonably objected thereto (provided, however, that the failure of Noble to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect 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) the Company will furnish to Noble at the time of filing thereof and will afford a copy of any document that upon filing is deemed to be incorporated by reference into the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingRegistration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (v) 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) under 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within two business days (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Act orSecurities 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not reasonably objected in writing thereto within two (2) Business Day (provided, however, that 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 the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to comment on any such proposed filing prior object to such proposed filingfiling 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 seek 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Business Days (as defined below) (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 ▇▇▇▇▇ or 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 advance copy of the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under 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 prescribedprescribed (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), 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 or otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion and upon the advice of counselopinion, may be is necessary or advisable in connection with the distribution of the Placement Shares by the Agents Sales Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Sales Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the 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) the Company will furnish to the Sales Agent at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (v) 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) under 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not objected in writing thereto within two (2) Business Days (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 comment on any such proposed filing prior object to such proposed filing, if such filing does not name the Agent and does not reference the transactions contemplated under 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 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▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities 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 Statement, other than Incorporated Documents, has been filed with the Commission and 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 or for additional informationinformation (in each case, insofar as it relates to the transactions contemplated hereby); (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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for 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 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); , (ivB) the Company will submit 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 Agents offer and sale of the Placement Shares or other transactions contemplated hereunder, and (C) 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) and the Company will furnish to the Agent at the time of filing thereof a copy of any amendment or supplement to the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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 prescribedprescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), shall be made exclusively by the Company based on the Company’s reasonable opinion or reasonable objections).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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; 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 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 prescribedor otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the any Placement Shares is required to be delivered by the Agents Cantor under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to US-DOCS\103004889.3 Rule 172 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Cantor promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and 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 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’ Cantor’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Cantor’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Cantor (provided, however however, that the failure of the Agents Cantor to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Cantor’s right to rely on the representations and warranties made by the Company in this Agreement); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Cantor within a reasonable period of time before the filing thereof and will afford Cantor has not reasonably objected thereto (provided, however, that the Agents failure of Cantor to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Cantor’s right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to Cantor at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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) under of 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 Securities Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not reasonably objected thereto within two business days (provided, however, that 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 the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to comment on any such proposed filing prior object to such proposed filingfiling if such filing does not name the Agent and does not relate to the transactions contemplated under 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 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the period in which a prospectus relating to 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), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission 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 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) the Company 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 Prospectus that, in the Agents’ Sales Agent’s reasonable opinion and 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 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 (iv) the Company will submit to the Agents Sales Agent a copy of any amendment or supplement to the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents 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 (v) 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 of 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; provided that the Company has no obligation to 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 name the Sales Agent and does not reference the transactions contemplated hereby.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 afford the Agents be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of 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 Securities Act, within the time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Cowen promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Cowen (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus the 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 Cowen within a reasonable period of time before the filing thereof and will afford Cowen has not reasonably objected thereto (provided, however, that the Agents failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to Cowen at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, and (v) prior to the termination of this Agreement, the Company will notify Cowen 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and 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 or for additional information; information related to the transactions contemplated by this Agreement, (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’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel a reasonable 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 comment on any such proposed filing prior object to such proposed filingfiling 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 Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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.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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and and/or has become effective or any subsequent supplement to the Prospectus Prospectuses has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus 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) 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 Prospectus Prospectuses that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectuses, 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectuses, except for those documents available via ▇▇▇▇▇; and (viv) the Company will cause (i) each amendment or supplement to the Prospectus U.S. Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under of the Securities Act and (ii) each amendment or supplement to the Canadian Prospectuses to be filed with the Canadian Qualifying Authorities as required pursuant to Canadian Shelf Procedures or, in the case of any document to be incorporated therein by reference, to be filed with the Commission Canadian Qualifying Authorities as required pursuant to the Exchange ActCanadian Securities Laws, within the time period prescribed, 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 or otherwise.

Registration Statement Amendments. After the date of this Agreement and during the any Selling Period or period in which a prospectus Prospectus relating to the Placement Shares any 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 or Rule 173(a) under the Act172), (i) the Company will promptly notify the Agents promptly Agent of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference therein, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon of the advice of counsel, Agent may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference into the Registration Statement, relating to the Securities or a security convertible into the Securities unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity Agent has not reasonably objected thereto (provided, however, that the failure of the Agent to comment make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on any such proposed filing prior to such proposed filingthe representations and warranties made by the Company in this Agreement); and (viv) the Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference into the Registration Statement, to be filed with the Commission as required pursuant to the 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 prescribed424(b)(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the any Placement Shares is required to be delivered by the Agents a Designated Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the ActSecurities Act or similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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’ an Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford no Agent has reasonably objected thereto (provided, however, that the Agents and failure of an Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ counsel 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 reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via E▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus relating to the 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 or Rule 173(a) under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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 Placement or for additional information; information related to the Placement, (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 either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon of counsel of the advice of counselDistribution Agents, may be is necessary or advisable in connection with the distribution of the Placement Shares by the Agents a Distribution Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the 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 thereof and will afford 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 Agents’ counsel Company will furnish to the Distribution Agents at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 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 objected thereto in writing within two (2) Business Days (provided, however, that 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 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; (ivprovided, 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 submit furnish to the Agents Agent at the time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 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 objected thereto in writing within two (2) Business Days (provided, however, that 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 the Company has no obligations to provide the Agent with any advance copy of such filing or 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; (ivand 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 submit furnish to the Agents Agent at the time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and 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 or for additional information; information related to the transactions contemplated by this Agreement, (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’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel a reasonable 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 comment on any such proposed filing prior object to such proposed filingfiling 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 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 Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not reasonably objected thereto within two business days (provided, however, that 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 the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to comment on any such proposed filing prior object to such proposed filingfiling if such filing does not name the Agent and does not relate to the transactions contemplated under 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 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus relating to the 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 or Rule 173(a) under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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 Placement Shares or for additional information; information related to the Placement Shares, (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 Prospectus that, in the Agents’ reasonable opinion and upon the advice 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement (other than an amendment or supplement relating to an offering of the Company’s securities which is unrelated to the offering of Placement Shares) or Prospectus relating to the Placement Shares or a security convertible into the 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 thereof and will afford the Agents and have not reasonably objected thereto within two Business Days of receiving such copy (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’ counsel a reasonable 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 comment on any such proposed filing prior object to such proposed filingfiling if the filing does not name the Agents or does not relate to the transactions herein provided; and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to provide the Agents with such copy or 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 Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities 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 Statement, other than Incorporated Documents, has been filed with the Commission and 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 Placement Shares or for additional informationinformation related to the Placement Shares; (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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement Shares or a security convertible into or exchangeable or exercisable for the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not reasonably objected in writing thereto within two Business Days (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 shall have no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to comment on any such proposed filing prior object to such proposed filingfiling 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 Agent at the time of filing thereof a copy of any Incorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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, or any request for additional information concerning, the Registration Statement, Prospectus or any Issuer Free Writing Prospectus related to the Registration Statement or Prospectus offering of Placement Shares, or for additional information; information related to the offering of Placement Shares, (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 either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in either of the Distribution Agents’ reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents a Distribution Agent (provided, however 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 AgreementAgreement and provided, further, that the only remedy the Distribution 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the 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 thereof and will afford 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 Agents’ counsel Company will furnish to the Distribution Agents at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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 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 (except for documents incorporated by reference therein) relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not reasonably objected in writing within two (2) Trading Days thereto (provided, however, that 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); (ivand 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 submit furnish to the Agents Agent at the time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 judgement 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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities 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 Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares, other than documents incorporated by reference, unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel Agent has not reasonably objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus the Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or a similar rule), ; (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than Incorporated Documents, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than Incorporated Documents, relating to the Placement ADSs or a security convertible into or exchangeable or exercisable for the Placement ADSs unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel 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 reasonable opportunity to comment on copy of any such proposed filing prior to such proposed filingIncorporated Document, except for those documents available via ▇▇▇▇▇; and (viv) 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) under of the Securities Act orand, 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.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the any Placement Shares Securities is required to be delivered by the Agents MLV under the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Act172), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ MLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselMLV’s opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agents MLV (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to MLV within a reasonable period of time before the filing thereof and will afford MLV has not objected thereto (provided, however, that the Agents 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 and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingOperating Partnership in this Agreement); and (viv) 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) 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(without reliance on Rule 424(b)(8)).

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus relating to the 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 or Rule 173(a) under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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 Placement or for additional information; information related to the Placement, (ii) the Company will not 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 amendment or supplements supplement to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counsel, may be necessary or advisable in connection with the distribution of relating to the Placement Shares by or a security convertible into the 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 however, that (A) the failure of the Distribution Agents to make such request 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); Agreement and (ivB) the Company will submit 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 amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via ▇▇▇▇▇; and (viii) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus the 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and 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 or for additional information; information related to the transactions contemplated by this Agreement, (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’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Agents within a reasonable period of time before the filing thereof and will afford the Agents and 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’ counsel a reasonable 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 comment on any such proposed filing prior object to such proposed filingfiling 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 Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 ▇▇▇▇▇ within a reasonable period of time before the filing thereof and will afford ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the Agents failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ 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 of the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Agents’ counsel Company will furnish to ▇▇▇▇▇ at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has not objected in writing thereto within two (2) Business Days (provided, however, (A) that 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 comment on object such filing if such filing does not name the Agent or does not relate to the Placement Shares or to the transactions contemplated hereunder 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 Agent at the time of filing thereof a copy of any such proposed document that upon filing prior is deemed to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus or Canadian Final Prospectus relating to the any Placement Shares is required to be delivered by the Agents a Designated Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Act)Securities Act or similar rule) or Canadian Securities Laws, (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and or the Canadian Securities Commissions and/or has become effective or any subsequent supplement to the Prospectus or Canadian Final Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus Canadian Final Prospectus, as applicable, 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 CommissionCommission or the Canadian Securities Commissions, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement Statement, Prospectus or Prospectus Canadian Final Prospectus, as applicable, that, in the Agents’ reasonable opinion and upon the advice 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 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement Statement, Prospectus or Canadian Final Prospectus relating to the Placement Shares or a security convertible into the 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 thereof and will afford the Agents and have not reasonably objected in writing thereto within two (2) Trading Days following submission thereof to the Agents (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’ counsel a reasonable 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 such advanced copy or provide the Agents an opportunity to comment on object to the same if the filing does not name the Agents or does not relate to the transactions 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 such proposed document that upon filing prior is deemed to such proposed filingbe incorporated by reference into the Registration Statement, Prospectus or Canadian Final Prospectus, as applicable, except for those documents available via E▇▇▇▇ or SEDAR+, as applicable; and (viv) the Company will cause each amendment or supplement to the Prospectus or the Canadian Final Prospectus to be filed with the Commission or the Canadian Securities Commissions as required pursuant to the applicable paragraph of Rule 424(b) under of the Securities Act or Canadian Securities Laws 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 ActAct or as required by applicable Canadian Securities Laws, within the time period prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the ActSecurities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 thereof and will afford the Agents and the Agents’ counsel Agent has not objected thereto (provided, however, that 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 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 reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and 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 Placement or for additional information; information related to the Placement, (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’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Agent (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable Agent has 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 any advance copy of such filing or to provide the Agent an opportunity to comment on any such proposed filing prior object to such proposed filingfiling if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy Agent shall have with respect to the failure to 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 ▇▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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 the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Cowen promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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’ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ ▇▇▇▇▇’▇ reasonable opinion and upon the advice of counselopinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agents Cowen (provided, however 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); (iviii) the Company will submit to the Agents a copy of not file any amendment or supplement to the Registration Statement or Prospectus 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 Cowen within a reasonable period of time before the filing thereof and will afford Cowen has not reasonably objected thereto (provided, however, that the Agents failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement) and the Agents’ counsel Company will furnish to Cowen at the time of filing thereof a reasonable opportunity copy of any document that upon filing is deemed to comment on any such proposed filing prior to such proposed filingbe incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) 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, and (v) prior to the termination of this Agreement, the Company will notify Cowen 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 or, in or otherwise. Prior to the case initial sale of any document to be incorporated therein by referencePlacement Shares, to be filed with the Commission as required Company shall file an ATM Prospectus pursuant to Rule 424(b) relating to the Exchange Act, within the time period prescribedPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during the any period in which a prospectus Prospectus relating to the 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 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement Statement, other than documents incorporated by reference, has been filed with the Commission and 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 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 Prospectus that, in the Agents’ reasonable opinion and upon the advice of counselopinion, 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 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 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 terms of the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents 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); (iv, and provided, further, that the only remedy Agent 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 submit furnish to the Agents at the time of filing thereof a copy of any amendment or supplement document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filingProspectus, except for those documents available via E▇▇▇▇; and (viv) 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 of 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 prescribedprescribed (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).