Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give the Agent notice of its intention to file or prepare any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) the Company will notify the Agent promptly, and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iv) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) 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 (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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agent Canaccord under the Securities Act with respect to a pending sale of the Placement Shares (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 give notify Canaccord promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration StatementStatement has been filed with the Commission and has become effective (each, including documents incorporated by reference, (iia “Registration Statement Amendment Date”) or any subsequent supplement to the Company will notify the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (Cii) the Company becomes will file promptly all other material required to be filed by it with the subject of a proceeding Commission pursuant to Rule 433(d) under Section 8A of the Securities Act in connection with the offering of the Shares, Act; (iii) the Company it will prepare and file with the Commission, promptly upon the AgentCanaccord’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCanaccord’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Canaccord (provided, however, however that the failure of the Agent Canaccord to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCanaccord’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement); and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iv) the Company will not file submit to Canaccord a copy of 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 Prospectus a reasonable period of time before the filing thereof 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 or the Manager of any obligation or liability hereunder, or affect the Agentwill afford Canaccord and Canaccord’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an counsel a reasonable opportunity to object comment on any such proposed filing prior to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) 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 ▇▇▇▇▇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(b424 (b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Shares pursuant to this Agreement, Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunder); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give the Agent notice of its intention to file or prepare any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) the Company will notify the Agent CF&Co promptly, and confirm the notice in writing, of the time when (A) any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed, (B) of the receipt of any comments from the Commission, (BC) of any request by the Commission for any amendment or supplement to the Registration Statement, Prospectus or any document incorporated by reference therein or for additional information and (CD) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Shares or a security convertible into the Placement Shares under this Agreement unless a copy thereof has been submitted to the Agent CF&Co within a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇IDEA; and (viv) the Company will cause each amendment or supplement to effect the Prospectus to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agent Canaccord under the Securities Act with respect to a pending sale of the Placement Shares (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 give notify Canaccord promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration StatementStatement has been filed with the Commission and has become effective (each, including documents incorporated by reference, (iia “Registration Statement Amendment Date”) or any subsequent supplement to the Company will notify the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (Cii) the Company becomes will file promptly all other material required to be filed by it with the subject of a proceeding Commission pursuant to Rule 433(d) under Section 8A of the Securities Act in connection with the offering of the Shares, Act; (iii) the Company it will prepare and file with the Commission, promptly upon the AgentCanaccord’s request, any amendments or supplements to the Registration Statement or Prospectus that, in that (under the Agent’s reasonable opinion, may be advice of counsel) are necessary or advisable in connection with the distribution of the Placement Shares by the Agent Canaccord (provided, however, however that the failure of the Agent Canaccord to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCanaccord’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement); and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iv) the Company will not file submit to Canaccord a copy of 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 Prospectus a reasonable period of time before the filing thereof 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 or the Manager of any obligation or liability hereunder, or affect the Agentwill afford Canaccord and Canaccord’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an counsel a reasonable opportunity to object comment on any such proposed filing prior to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) 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 ▇▇▇▇▇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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus prospectus relating to any offer and sale of any of the Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, ; (B) that, if the Agent CF&Co objects thereto, the Agent CF&Co may cease making sales of the Placement Shares pursuant to this Agreement, ; and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder); (iv) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (v) the Company will cause each amendment or supplement to the Prospectus Supplement to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify the Agent notice promptly of its intention to file or prepare the time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus, other than documents incorporated by reference, (ii) the Company will notify the Agent promptly, has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement related to the Registration Statement, Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements Placement to the Registration Statement or Prospectus thator for additional information related to any Placement, in (ii) the Agent’s reasonable opinion, may be necessary Company will not file any amendment or advisable in connection with supplement to the distribution of Registration Statement or Prospectus relating to the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent in a reasonable period of time before the filing and the Agent has reasonably objected thereto (provided, however, (A) that the failure of the Agent to make such request objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iv) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) that 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 or does not relate to the transactions contemplated hereunder) 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 (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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the prescribed. The determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify MLV promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptlyProspectus, other than documents incorporated by reference, has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesrelating thereto, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agentwithin a reasonable period following MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy MLV shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent MLV any advance copy of such filing or to provide the Agent MLV an opportunity to object to such filing if such filing does not name the Agent MLV or does not relate to the transactions contemplated hereunder; provided, further, that 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) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus prospectus relating to any offer and sale of any of the Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution offer and sale of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, ; (B) that, if the Agent CF&Co objects thereto, the Agent CF&Co may cease making sales of the Placement Shares pursuant to this Agreement, ; and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder); (iv) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agent Canaccord under the Securities Act with respect to a pending sale of the Placement Shares (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 give notify Canaccord promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration StatementStatement has been filed with the Commission and has become effective (each, including documents incorporated by reference, (iia “Registration Statement Amendment Date”) or any subsequent supplement to the Company will notify the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (Cii) the Company becomes will file promptly all other material required to be filed by it with the subject of a proceeding Commission pursuant to Rule 433(d) under Section 8A of the Securities Act in connection with the offering of the Shares, Act; (iii) the Company it will prepare and file with the Commission, promptly upon the AgentCanaccord’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCanaccord’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Canaccord (provided, however, however that the failure of the Agent Canaccord to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCanaccord’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iv) the Company will not file submit to Canaccord a copy of 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 Prospectus a reasonable period of time before the filing thereof and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent will afford Canaccord and Canaccord’s counsel a reasonable opportunity to make comment on any such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right proposed filing prior to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, such proposed filing; and (Cv) 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 or does not relate to the transactions contemplated hereunder) and the Company it will furnish to the Agent Canaccord at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into in 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(b424 (b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by the Agent AGP under the Securities Act with respect to a pending sale of the Placement Shares (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 give notify AGP promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration StatementStatement has been filed with the Commission and has become effective (each, including documents incorporated by reference, (iia “Registration Statement Amendment Date”) or any subsequent supplement to the Company will notify the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (Cii) the Company becomes will file promptly all other material required to be filed by it with the subject of a proceeding Commission pursuant to Rule 433(d) under Section 8A of the Securities Act in connection with the offering of the Shares, Act; (iii) the Company it will prepare and file with the Commission, promptly upon the AgentAGP’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentAGP’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent AGP (provided, however, however that the failure of the Agent AGP to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentAGP’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement); and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iv) the Company will not file submit to AGP a copy of 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 Prospectus a reasonable period of time before the filing thereof 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 or the Manager of any obligation or liability hereunder, or affect the Agentwill afford AGP and AGP’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an counsel a reasonable opportunity to object comment on any such proposed filing prior to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) 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 ▇▇▇▇▇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(b424 (b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent BTIG under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments comment letter from the Commission, (B) of Commission or any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating specifically to the Placement Shares Securities or a security convertible into the Placement Shares Securities (which shall not include amendments or supplements relating generally to Common Stock or securities convertible into Common Stock) unless a copy thereof has been submitted to the Agent BTIG within a reasonable period of time before the filing and the Agent BTIG has not promptly and reasonably objected thereto (provided, however, that (A) the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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 (without reliance on Rule 424(b)(8) 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify MLV promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agentwithin a reasonable period following MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy MLV shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent MLV with any advance copy of such filing or to provide MLV with the Agent an opportunity to object to such filing if such filing does not name the Agent MLV or does not relate to the transactions contemplated hereunderby this Agreement; provided, further, that the only remedy MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent Ladenburg under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify Ladenburg promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) Statement has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentLadenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentLadenburg’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Ladenburg (provided, however, that the failure of the Agent Ladenburg to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentLadenburg’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent Ladenburg within a reasonable period of time before the filing and the Agent Ladenburg has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Ladenburg to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentLadenburg’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent Ladenburg 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 Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BP under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BP promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (iiother than documents incorporated by reference therein) the Company will notify the Agent promptly, has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (ivii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to the Agent within a reasonable period of time BP before the filing and the Agent BP has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of the Agent BP to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBP’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent BP any advance copy of such filing or to provide the Agent BP an opportunity to object to such filing if such filing does not name the Agent BP or does not relate to the transactions contemplated hereunderby this Agreement, and (C) the only remedy BP shall have with respect to the failure by the Company to provide BP with such copy or the filing of such amendment or supplement despite BP’s objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agent BP 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 (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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), be (i) the Company will give notify MLV promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference or amendments not related to any Placement, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein related to the Placement or for additional information and (C) related to the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the SharesPlacement, (iii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (ivii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto within the two (2) business day period (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent MLV any advance copy of such filing or to provide the Agent MLV an opportunity to object to such filing if such the filing does not name the Agent MLV or does not relate to a Placement; and provided, further, that the transactions contemplated hereunderonly remedy MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇▇ (regardless of whether the Company has requested confidential treatment therefor); 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (v) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, ; (B) if the Agent CF&Co objects thereto, the Agent CF&Co may cease making sales of Shares pursuant to this Agreement, ; and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (v) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agent FBR under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify FBR promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference or amendments not related to any Placement, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein related to the Placement or for additional information and (C) related to the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the SharesPlacement, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent FBR (provided, however, that the failure of the Agent FBR to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentFBR’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy FBR shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent FBR within a reasonable period of time before the filing and the Agent FBR has not reasonably objected thereto (provided, however, that (A) the failure of the Agent FBR to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentFBR’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent FBR any advance copy of such filing or to provide the Agent FBR an opportunity to object to such filing if such the filing does not name the Agent FBR or does not relate to the transactions contemplated hereundertransaction herein provided; and provided, further, that the only remedy FBR shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Manager under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give promptly notify the Agent notice Manager of its intention to file or prepare the time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference therein, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments comment letter from the Commission, (B) of Commission or any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, request of the Manager any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, opinion of the Manager may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Manager (provided, however, that the failure of the Agent Manager to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company and the Manager Operating Partnership in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference into the Registration Statement, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to the Agent Manager within a reasonable period of time before the filing and the Agent Manager has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Manager to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company and the Manager Operating Partnership in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent Manager 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 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) of under 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent Cantor under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify Cantor promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) Statement has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCantor’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCantor’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Cantor (provided, however, that the failure of the Agent Cantor to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCantor’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent Cantor within a reasonable period of time before the filing and the Agent Cantor has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Cantor to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCantor’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent Cantor 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 Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent RBC under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give the Agent notice of its intention to file or prepare any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) the Company will notify the Agent RBC promptly, and confirm the notice in writing, of the time (A) when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed, (B) of the receipt of any comments comment letter from the Commission, (BC) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and or (CD) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentRBC’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in the AgentRBC’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent RBC (provided, however, that the failure of the Agent RBC to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentRBC’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Shares or a security convertible into the Placement Shares under this Agreement unless a copy thereof has been submitted to the Agent RBC within a reasonable period of time before the filing and the Agent RBC has not reasonably objected thereto (provided, however, that (A) the failure of the Agent RBC to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentRBC’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent RBC 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 effect the Prospectus to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent Aegis under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will give notify Aegis promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify SEC and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission SEC for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the CommissionSEC, promptly upon the AgentAegis’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentAegis’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Aegis (provided, however, that (A) the failure of the Agent Aegis to make such request shall will not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentAegis’s right to rely on the representations and warranties made by the Company and the Manager in this AgreementAgreement and (B) the Company has no obligation to provide Aegis any advance copy of such filing or to provide Aegis an opportunity to object to such filing if the filing does not name Aegis or does not relate to the transaction herein provided; and provided, further, that the Company shall not be obligated only remedy Aegis will have respecting the failure to make any such filing will be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent Aegis within a reasonable period of time before the filing and the Agent Aegis has not reasonably objected thereto within two (2 Business Days (provided, however, that (A) the failure of the Agent Aegis to make such objection shall will not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentAegis’s right to rely on the representations and warranties made by the Company and the Manager in this AgreementAgreement and provided, (B) if further, that the Agent objects thereto, only remedy Aegis will have respecting the Agent may failure by the Company to provide Aegis with such copy will be to cease making sales of Shares pursuant to under this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent Aegis 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 SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by reference, to be filed with the Commission SEC as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission SEC under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall will be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify MLV promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference or amendments not related to any Placement, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein related to the Placement or for additional information and (C) related to the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the SharesPlacement, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentMLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy MLV shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) except for documents incorporated therein, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent MLV any advance copy of such filing or to provide the Agent MLV an opportunity to object to such filing if such the filing does not name the Agent MLV or does not relate to the transactions contemplated hereundertransaction herein provided; and provided, further, that the only remedy MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent Cowen under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will give notify Cowen promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference or amendments or supplements that do not name Cowen and do not relate to, (ii) or which would not reasonably be expected to have a material impact on, the Company will notify transactions contemplated by this Agreement, has been filed with the Agent promptly, Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) other than amendments, supplements or requests that do not relate to the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharestransactions contemplated by this Agreement, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agent’s C▇▇▇▇’▇ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s C▇▇▇▇’▇ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Cowen (provided, however, that (A) the failure of the Agent Cowen to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company and the Manager in this Agreement; (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, further, ; and (C) that the only remedy Cowen shall have with respect to the failure by the Company shall not be obligated to make any such filing (other than C▇▇▇▇’▇ rights under Section 9 hereof) will be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent Cowen within a reasonable period of time before the filing and the Agent Cowen has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of the Agent Cowen to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent Cowen any advance copy of such filing or to provide the Agent Cowen an opportunity to object to such filing if such the filing does not name the Agent or Cowen and does not relate to the transactions contemplated hereundertransaction herein provided; provided, further that the only remedy Cowen shall have with respect to the failure by the Company to make such filing (other than C▇▇▇▇’▇ 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 Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final prospectus pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent WDCO under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will give notify WDCO promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify SEC and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission SEC for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the CommissionSEC, promptly upon the AgentWDCO’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentWDCO’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent WDCO (provided, however, that the failure of the Agent WDCO to make such request shall will not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentWDCO’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company shall not be obligated only remedy WDCO will have respecting the failure to make any such filing will be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent WDCO within a reasonable period of time before the filing and the Agent WDCO has not reasonably objected thereto (provided, however, that (A) the failure of the Agent WDCO to make such objection shall will not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentWDCO’s right to rely on the representations and warranties made by the Company and the Manager in this AgreementAgreement and provided, (B) if further, that the Agent objects thereto, only remedy WDCO will have respecting the Agent may failure by the Company to provide WDCO with such copy will be to cease making sales of Shares pursuant to under this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent WDCO 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 SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by reference, to be filed with the Commission SEC as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission SEC under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall will be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares Securities is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), requirement (i) the Company Partnership Parties will give notify MLV promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference or amendments not related to any Placement, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein related to the Placement or for additional information and related to the Placement, (Cii) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iii) the Company Partnership Parties will prepare and file with the Commission, promptly upon the AgentMLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company or the Manager Partnership Parties of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager Partnership Parties in this Agreement; Agreement and provided, further, that the Company only remedy MLV shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company Partnership Parties will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager Partnership Parties of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager Partnership Parties in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has Partnership Parties have no obligation to provide the Agent MLV any advance copy of such filing or to provide the Agent MLV an opportunity to object to such filing if such the filing does not name the Agent MLV or does not relate related to the transactions contemplated hereundertransaction herein provided; and provided, further, that the only remedy MLV shall have with respect to the failure by the Partnership Parties to obtain such consent shall be to cease making sales under this Agreement) and the Company Partnership Parties will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (viv) the Company Partnership Parties will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s Partnership Parties’ reasonable opinion or reasonable objections, shall be made exclusively solely by the Company)Partnership Parties.

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent JMP under the Securities Act with respect to a pending the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act)Shares, (i) the Company will give notify JMP promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and relating to the Placement Shares; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentJMP’s reasonable request, a free writing prospectus and any amendments or supplements to the Registration Statement or the Prospectus that, in the AgentJMP’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent JMP (provided, however, that the failure of the Agent JMP to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentJMP’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus, other than documents incorporated by reference, issue a Permitted Free Writing Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent JMP within a reasonable period of time before the filing and the Agent JMP has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent JMP to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentJMP’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) that the Company has no obligation to provide the Agent JMP any advance copy of such filing or to provide the Agent JMP an opportunity to object to such filing if such filing does not name the Agent JMP or does not directly relate to the transactions contemplated hereunder) and the Company will furnish to the Agent JMP 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, or in the case of any Permitted Free Writing Prospectus, to be filed with the Commission to the extent required by Rule 433 under the Securities Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (v) the Company will not prepare, use, authorize, approve, refer to or file any Permitted Free Writing Prospectus or file any such proposed amendment or supplement to which JMP reasonably objects.

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus prospectus relating to any offer and sale of any of the Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution offer and sale of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, ; (B) that, if the Agent CF&Co objects thereto, the Agent CF&Co may cease making sales of the Placement Shares pursuant to this Agreement, ; and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder); (iv) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (v) the Company will cause each amendment or supplement to the Prospectus Supplement to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act)) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 CF&Co under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement (ii) other than supplements related to the Company will notify the Agent promptly, offer and confirm the notice in writing, sale of the time (ACompany’s securities) of to the receipt of any comments from the Commission, (B) Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in CF&Co’s and the AgentCompany’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy BTIG shall not be obligated 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 filing to which the Company amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Shares pursuant to under this Agreement, Agreement and/or may terminate this Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunder; (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy the Sales Agent shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent DBSI under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will give notify DBSI promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments comment letter from the Commission, (B) of Commission or any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentDBSI’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentDBSI’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent DBSI (provided, however, that the failure of the Agent DBSI to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, hereunder or affect the AgentDBSI’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) 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 Securities unless a copy thereof has been submitted to the Agent DBSI within a reasonable period of time before the filing and the Agent DBSI has not reasonably objected thereto (provided, however, that (A) the failure of the Agent DBSI to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, hereunder or affect the AgentDBSI’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement), (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent DBSI 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 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 under the Securities Act (without reliance on Rule 424(b)(8) of 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 prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Manager under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act172), (i) the Company will give promptly notify the Agent notice Manager of its intention to file or prepare the time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference therein, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments comment letter from the Commission, (B) of Commission or any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentManager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, opinion of the Manager may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Manager (provided, however, that the failure of the Agent Manager to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference into the Registration Statement, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to the Agent Manager within a reasonable period of time before the filing and the Agent Manager has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Manager to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) 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 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares ADSs is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into ADSs (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Shares ADSs pursuant to this Agreement, Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunder); (iv) and the Company will furnish to the Agent 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus prospectus relating to any offer and sale of any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act), (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within CF&Co a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto thereto; (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, ; (B) that, if the Agent CF&Co objects thereto, the Agent CF&Co may cease making sales of Placement Shares pursuant to this Agreement, ; and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder; (iv) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give the Agent notice of its intention to file or prepare any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) the Company will notify the Agent MLV promptly, and confirm the notice in writing, of the time when (A) any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed, (B) of the receipt of any comments from the Commission, (BC) of any request by the Commission for any amendment or supplement to the Registration Statement, Prospectus or any document incorporated by reference therein or for additional information and (CD) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentMLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company or the Manager Operating Partnership of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager Operating Partnership in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager Operating Partnership of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager Operating Partnership in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇IDEA; and (viv) the Company will cause each amendment or supplement to effect the Prospectus to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act Act, including any amendments or supplements to the Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) 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 (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify MLV promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agentwithin a reasonable period following MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent MLV (provided, however, that the failure of the Agent MLV to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; Agreement and provided, further, that the Company only remedy MLV shall not be obligated have with respect to the failure to make any such filing shall be to which the Company cease making sales under this Agreement until such amendment or counsel to the Company shall reasonably objectsupplement is filed); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent MLV within a reasonable period of time before the filing and the Agent MLV has not reasonably objected thereto (provided, however, that (A) the failure of the Agent MLV to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentMLV’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent MLV with any advance copy of such filing or to provide MLV with the Agent an opportunity to object to such filing if such filing does not name the Agent MLV or does not relate to the transactions contemplated hereunderby this Agreement; provided, further, that the only remedy MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇E▇▇▇▇; 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent Manager under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give promptly notify the Agent notice Manager of its intention to file or prepare the time when any subsequent amendment to the Registration Statement, including other than documents incorporated by referencereference therein, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments comment letter from the Commission, (B) of Commission or any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agent’s requestrequest of the Manager, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinionopinion of the Manager, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent Manager, including any pricing supplement disclosing the offer and sale of the Securities covered by a Terms Agreement (provided, however, that the failure of the Agent Manager to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference into the Registration Statement, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to the Agent Manager within a reasonable period of time before the filing and the Agent Manager has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Manager to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentManager’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) 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 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) of under 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent Buyer under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will give notify the Agent notice Buyer promptly of its intention to file or prepare the time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBuyer’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBuyer’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent Buyer (provided, however, that the failure of the Agent Buyer to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBuyer’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent Buyer within a reasonable period of time before the filing and the Agent Buyer has not reasonably objected thereto (provided, however, that (A) the failure of the Agent Buyer to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBuyer’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, Agreement and (C) the Company has no obligation to provide the Agent Buyer any advance copy of such filing or to provide the Agent an Buyer any opportunity to object to such filing if such filing does not name the Agent or Buyer and does not relate to the transactions contemplated hereunder) by this Agreement, and the Company will furnish to the Agent Buyer 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give the Agent notice of its intention to file or prepare any subsequent amendment to the Registration Statement, including documents incorporated by reference, (ii) the Company will notify the Agent CF&Co promptly, and confirm the notice in writing, of the time when (A) any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed, (B) of the receipt of any comments from the Commission, (BC) of any request by the Commission for any amendment or supplement to the Registration Statement, Prospectus or any document incorporated by reference therein or for additional information and (CD) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent CF&Co within a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) if the Agent CF&Co objects thereto, the Agent CF&Co may cease making sales of Shares pursuant to this Agreement, and (C) the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by the Agent [ ] under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will give notify [ ] promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments comment letter from the Commission, (B) of Commission or any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and information; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agent’s [ ]’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s [ ]’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by the Agent [ ] (provided, however, that the failure of the Agent [ ] to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the Agent’s [ ]’ right to rely on the representations and warranties made by the Company and the Manager Operating Partnership in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) 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 Securities or a security convertible into the Placement Shares Securities 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 or the Manager of any obligation or liability hereunder, or affect the Agent’s [ ]’ right to rely on the representations and warranties made by the Company and the Manager Operating Partnership in this Agreement, (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) 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 or does not relate to the transactions contemplated hereunder) 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 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 under 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunder); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the "Prospectus Delivery Period"), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the Agent’s BTIG's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent’s BTIG's reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agent’s BTIG's right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agent’s BTIG's right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s 's reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent BTIG under the Securities Act with respect (without regard to a pending sale the effects of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will give notify BTIG promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including documents incorporated by referenceother than the Incorporated Documents, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Sharesinformation, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentBTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentBTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent BTIG (provided, however, that the failure of the Agent BTIG to make such request shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to the Agent within BTIG a reasonable period of time before the filing and the Agent BTIG has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent BTIG to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the AgentBTIG’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, (B) that, if the Agent BTIG objects thereto, the Agent BTIG may cease making sales of Placement Shares pursuant to this Agreement, Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide the Agent BTIG any advance copy of such filing or to provide the Agent BTIG an opportunity to object to such filing if such filing does not name the Agent BTIG or does not relate to the transactions contemplated hereunderhereunder or under any Terms Agreement); (iv) and the Company will furnish to the Agent 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 ▇▇▇▇▇; 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) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any document to be incorporated therein by referenceIncorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) the Company will pay the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agent CF&Co under the Securities Act with respect to a pending the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act)Shares, (i) the Company will give notify CF&Co promptly of the Agent notice of its intention to file or prepare time when any subsequent amendment to the Registration Statement, including other than documents incorporated by reference, (ii) has been filed with the Company will notify Commission and/or has become effective or any subsequent supplement to the Agent promptly, Prospectus has been filed and confirm the notice in writing, of the time (A) of the receipt of any comments from the Commission, (B) of any request by the Commission for any amendment or supplement to the Registration Statement, Statement or Prospectus or any document incorporated by reference therein or for additional information and relating to the Placement Shares; (C) the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (iiiii) the Company will prepare and file with the Commission, promptly upon the AgentCF&Co’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentCF&Co’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent CF&Co (provided, however, that the failure of the Agent CF&Co to make such request shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement; and provided, further, that the Company shall not be obligated to make any such filing to which the Company or counsel to the Company shall reasonably object); (iviii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference) unless a copy thereof has been submitted to the Agent CF&Co within a reasonable period of time before the filing and the Agent CF&Co has not reasonably objected thereto (provided, however, that (A) that the failure of the Agent CF&Co to make such objection shall not relieve the Company or the Manager of any obligation or liability hereunder, or affect the AgentCF&Co’s right to rely on the representations and warranties made by the Company and the Manager in this Agreement, Agreement and (B) if the Agent objects thereto, the Agent may cease making sales of Shares pursuant to this Agreement, and (C) that the Company has no obligation to provide the Agent CF&Co any advance copy of such filing or to provide the Agent CF&Co an opportunity to object to such filing if such filing does not name the Agent CF&Co or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agent CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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) 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 reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 9(a7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).