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

Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Canaccord under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Canaccord promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective (each, a “Registration Statement Amendment Date”) or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus the Prospectuses or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d); (iii) it will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoCanaccord’s request, any amendments or supplements to the Registration Statement or Prospectus the Prospectuses that, in ▇▇▇▇▇ FargoCanaccord’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Canaccord (provided, however, however that the failure of ▇▇▇▇▇ Fargo Canaccord to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoCanaccord’s right to rely on the representations and warranties made by the Company in this Agreement); (iiiiv) 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 Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within Prospectuses a reasonable period of time before the filing thereof and ▇▇▇▇▇ Fargo has not reasonably objected thereto will afford Canaccord and Canaccord’s counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing; and (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreementv) and the Company it will furnish to ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇the Prospectuses; and (iv) the Company will cause (i) each amendment or supplement to the ProspectusU.S. Prospectuses to be filed with the Commission as required pursuant to General Instruction II.L of Form F-10 of the Rules and Regulations or, other than documents in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph Exchange Act, within the time period prescribed and (ii) each amendment or supplement to the Canadian Prospectuses to be filed with the Commission as required pursuant to Canadian Shelf Procedures or, in the case of Rule 424(b) of any document to be incorporated therein by reference, to be filed with the Canadian Qualifying Authorities as required pursuant to the Canadian Securities Act (without reliance on Rule 424(b)(8) of Laws, within the Securities Act)time period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify ▇▇▇▇▇ Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon ▇▇▇▇▇ FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Ascendiant (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Ascendiant within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Ascendiant has not reasonably objected thereto within two (2 Business Days (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Ascendiant 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct (“Rule 172”)), (i) the Company will notify ▇▇▇▇▇ Fargo promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo BRFBR under the Securities Act (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 notify ▇▇▇▇▇ Fargo BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement or for additional information; information related to any Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoBRFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoBRFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo BRFBR (provided, however, that the failure of ▇▇▇▇▇ Fargo BRFBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy BRFBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo BRFBR within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo BRFBR has not reasonably objected thereto (provided, however, (A) that the failure of ▇▇▇▇▇ Fargo BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if such filing does not name BRFBR or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy BRFBR 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 ▇▇▇▇▇ Fargo BRFBR 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 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 (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’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 Securities is required to be delivered by ▇▇▇▇▇ Fargo the Placement Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo the Placement Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargothe Placement Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargothe Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo the Placement Agent (provided, however, that the failure of ▇▇▇▇▇ Fargo the Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargothe Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo the Placement Agent within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo the Placement Agent has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo the Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargothe Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo the Placement Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo Citigroup under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Citigroup promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoCitigroup’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoCitigroup’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo Citigroup (provided, however, that the failure of ▇▇▇▇▇ Fargo Citigroup to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoCitigroup’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating specifically to the Placement Securities or a security convertible into the Placement 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 ▇▇▇▇▇ Fargo Citigroup within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Citigroup has not promptly and reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Citigroup to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoCitigroup’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Citigroup 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo Jefferies under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities Act1933 Act Regulations (“Rule 172”)), (i) the Company will notify ▇▇▇▇▇ Fargo Jefferies promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (other than any such supplement to the Prospectus that does not relate to the Placement Securities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s Jefferies’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s Jefferies’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo Jefferies (provided, however, that the failure of ▇▇▇▇▇ Fargo Jefferies to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Jefferies’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Jefferies within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Jefferies has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Jefferies to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Jefferies’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Jefferies 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities 1933 Act Regulations (without reliance on Rule 424(b)(8) of the Securities Act1933 Act Regulations).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo BRFBR under the Securities Act (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 notify ▇▇▇▇▇ Fargo BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement or for additional information; information related to any Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoBRFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoBRFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo BRFBR (provided, however, that the failure of ▇▇▇▇▇ Fargo BRFBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy BRFBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo BRFBR within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo BRFBR has not reasonably objected thereto (provided, however, (A) that the failure of ▇▇▇▇▇ Fargo BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) that the Company has no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if such filing does not name BRFBR or does not relate to the transactions contemplated hereunder; provided, further, that the only remedy BRFBR 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 ▇▇▇▇▇ Fargo BRFBR 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 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 (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’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 Securities Shares is required to be delivered by B. ▇▇▇▇▇ Fargo Securities under the Securities Act (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 notify B. ▇▇▇▇▇ Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon B. ▇▇▇▇▇ Fargo’s Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargoupon the advice of the Company’s reasonable opinionlegal counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by B. ▇▇▇▇▇ Fargo Securities (provided, however, that the failure of B. ▇▇▇▇▇ Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇ Fargo’s Securities’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy B. ▇▇▇▇▇ Securities shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares (other than an Incorporated Document) unless a copy thereof has been submitted to B. ▇▇▇▇▇ Fargo Securities within a reasonable period of time before the filing and B. ▇▇▇▇▇ Fargo Securities has not reasonably objected thereto (provided, however, that (A) the failure of B. ▇▇▇▇▇ Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇ Fargo’s Securities’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide B. ▇▇▇▇▇ Securities any advance copy of such filing or to provide B. ▇▇▇▇▇ Securities an opportunity to object to such filing if the filing does not name B. ▇▇▇▇▇ Securities or does not relate to the transaction herein provided; and provided, further, that the only remedy B. ▇▇▇▇▇ Securities 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 B. ▇▇▇▇▇ Fargo Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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) or, in the case of any document to be incorporated therein by reference, to be filed with the Securities Commission as required pursuant to the Exchange Act), within the time period prescribed.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo SVB Leerink under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo SVB Leerink promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoSVB Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoSVB Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo SVB Leerink (provided, however, that the failure of ▇▇▇▇▇ Fargo SVB Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo SVB Leerink within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo SVB Leerink has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo SVB Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo SVB Leerink 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify SVB Leerink if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo JonesTrading under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo JonesTrading promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying JonesTrading, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoJonesTrading’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoJonesTrading’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo JonesTrading (provided, however, that the failure of ▇▇▇▇▇ Fargo JonesTrading to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoJonesTrading’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo JonesTrading within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo JonesTrading has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo JonesTrading to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoJonesTrading’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo JonesTrading 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo under the UBS Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo UBS Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s UBS Securities' request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s UBS Securities' reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo UBS Securities (provided, however, that the failure of ▇▇▇▇▇ Fargo UBS Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s UBS Securities' right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo UBS Securities within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo UBS Securities has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s UBS Securities' right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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) 497 of the Securities Act). The Company will also promptly effect the necessary post-effective amendment and the filings required pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ Fargo if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Calyon under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Calyon promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoCalyon’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoCalyon’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Calyon (provided, however, that the failure of ▇▇▇▇▇ Fargo Calyon to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoCalyon’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus relating to the Placement Shares (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities ) unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within Calyon a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Calyon has not reasonably objected thereto (provided, however, (A) that the failure of ▇▇▇▇▇ Fargo Calyon to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoCalyon’s right to rely on the representations and warranties made by the Company in this Agreement; (B) if Calyon objects thereto, Calyon may cease making sales of Shares pursuant to this Agreement; and (C) that the Company has no obligation to provide Calyon any advance copy of such filing or to provide Calyon an opportunity to object to such filing if such filing does not name Calyon or does not relate to the transactions contemplated hereunder) and the Company will furnish to ▇▇▇▇▇ Fargo Calyon 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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 7(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 Securities is required to be delivered by ▇▇▇▇▇ Fargo Barclays under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Barclays promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo Barclays (provided, however, that the failure of ▇▇▇▇▇ Fargo Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating specifically to the Placement Securities or a security convertible into the Placement 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 ▇▇▇▇▇ Fargo Barclays within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Barclays has not promptly and reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Barclays 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo [ ] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo [ ] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo[ ]’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s [ ] ‘s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo [ ] (provided, however, that the failure of ▇▇▇▇▇ Fargo [ ] to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo[ ]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo [ ] within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo [ ] has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo [ ] to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo[ ]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo [ ] 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying ▇▇▇▇▇ Fargo Securities, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo Securities (provided, however, that the failure of ▇▇▇▇▇ Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Securities within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Securities has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇W▇▇▇▇ Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇W▇▇▇▇ Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying W▇▇▇▇ Fargo Securities, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon ▇W▇▇▇▇ Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇W▇▇▇▇ Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇W▇▇▇▇ Fargo Securities (provided, however, that the failure of ▇W▇▇▇▇ Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇W▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇W▇▇▇▇ Fargo Securities within a reasonable period of time before the filing and ▇W▇▇▇▇ Fargo Securities has not reasonably objected thereto (provided, however, that the failure of ▇W▇▇▇▇ Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇W▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇W▇▇▇▇ Fargo Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo KeyBanc under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo KeyBanc promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoKeyBanc’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoKeyBanc’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo KeyBanc (provided, however, that the failure of ▇▇▇▇▇ Fargo KeyBanc to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoKeyBanc’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus relating to the Placement Shares (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities ) unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within KeyBanc a reasonable period of time before the filing and ▇▇▇▇▇ Fargo KeyBanc has not reasonably objected thereto (provided, however, (A) that the failure of ▇▇▇▇▇ Fargo KeyBanc to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoKeyBanc’s right to rely on the representations and warranties made by the Company in this Agreement; (B) if KeyBanc objects thereto, KeyBanc may cease making sales of Shares pursuant to this Agreement; and (C) that the Company has no obligation to provide KeyBanc any advance copy of such filing or to provide KeyBanc an opportunity to object to such filing if such filing does not name KeyBanc or does not relate to the transactions contemplated hereunder) and the Company will furnish to ▇▇▇▇▇ Fargo KeyBanc 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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 7(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 Securities is required to be delivered by ▇▇▇▇▇ Fargo Wachovia under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Wachovia promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoWachovia’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoWachovia’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo Wachovia (provided, however, that the failure of ▇▇▇▇▇ Fargo Wachovia to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoWachovia’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Wachovia within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Wachovia has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Wachovia to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoWachovia’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Wachovia 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, or any new registration statement relating to the Placement Securities has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoMLV’s request, any amendments or supplements to the Registration Statement or Prospectus or any new registration statement relating to the Placement Securities that, in ▇▇▇▇▇ FargoMLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo MLV (provided, however, that the failure of ▇▇▇▇▇ Fargo MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoMLV’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy MLV shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) 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 Securities or a security convertible into the Placement Securities or any new registration statement relating to the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo MLV within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo MLV has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoMLV’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy MLV shall have with respect to the failure of the Company to obtain such consent shall be to cease making sales under this Agreement and provided further that such requirement shall not apply to filings made pursuant to the Exchange Act that will be incorporated by reference into the Registration Statement or Prospectus) and the Company will furnish to ▇▇▇▇▇ Fargo 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 ProspectusProspectus or any new registration statement relating to the Placement Securities, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus or prospectus (and any amendments or supplements thereto) that forms a part of any new registration statement relating to the Placement Securities to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 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 (without reliance the determination to file or not file any amendment or supplement or any new registration statement relating to the Placement Securities with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’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 Securities is required to be delivered by ▇▇▇▇▇ Fargo UBS Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo UBS Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s UBS Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s UBS Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo UBS Securities (provided, however, that the failure of ▇▇▇▇▇ Fargo UBS Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s UBS Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo UBS Securities within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo UBS Securities has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s UBS Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo UBS Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo RBC under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo RBC promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoRBC’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoRBC’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo RBC (provided, however, that the failure of ▇▇▇▇▇ Fargo RBC to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoRBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo RBC within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo RBC has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo RBC to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoRBC’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇W▇▇▇▇ Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify ▇W▇▇▇▇ Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇W▇▇▇▇ Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇W▇▇▇▇ Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇W▇▇▇▇ Fargo Securities (provided, however, that the failure of ▇W▇▇▇▇ Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, hereunder or affect ▇W▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇W▇▇▇▇ Fargo Securities within a reasonable period of time before the filing and ▇W▇▇▇▇ Fargo Securities has not reasonably objected thereto (provided, however, that the failure of ▇W▇▇▇▇ Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, hereunder or affect ▇W▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company in this Agreement) ), and the Company will furnish to ▇W▇▇▇▇ Fargo Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) of under the Securities Act).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇W▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇W▇▇▇▇ Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇W▇▇▇▇ Fargo’s Fargo Securities' request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇W▇▇▇▇ Fargo’s Fargo Securities' reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇W▇▇▇▇ Fargo Securities (provided, however, that the failure of ▇W▇▇▇▇ Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇W▇▇▇▇ Fargo’s Fargo Securities' right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇W▇▇▇▇ Fargo Securities within a reasonable period of time before the filing and ▇W▇▇▇▇ Fargo Securities has not reasonably objected thereto (provided, however, that the failure of ▇W▇▇▇▇ Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇W▇▇▇▇ Fargo’s Fargo Securities' right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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) 497 of the Securities Act). The Company will also promptly effect the necessary post-effective amendment and the filings required pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Wedbush under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Wedbush promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoWedbush’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoWedbush’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Wedbush (provided, however, that the failure of ▇▇▇▇▇ Fargo Wedbush to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoWedbush’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Wedbush within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Wedbush has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Wedbush to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoWedbush’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Wedbush 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Wedbush if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will promptly notify ▇▇▇▇▇ Fargo promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargothe Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoManager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo the Managers (provided, however, that the failure of ▇▇▇▇▇ Fargo the Managers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargothe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference to the Registration Statement, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo the Manager within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo the Manager has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargothe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo the 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 ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencereference to 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)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a U.S. Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo BRFBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act“Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ Fargo BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, the U.S. Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo BRFBR within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo BRFBR has not reasonably objected thereto (provided, however, (A) that the failure of ▇▇▇▇▇ Fargo BRFBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that the Company has no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if such filing does not name BRFBR or does not relate to the transactions contemplated hereunder, and (C) that the only remedy BRFBR shall have with respect to the failure by the Company to provide BRFBR with such copy shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo BRFBR 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 U.S. Prospectus, except for those documents available via ▇E▇▇▇▇; and (iviii) the Company will cause each amendment or supplement to the ProspectusProspectus to be filed with or furnished to the Commission as required pursuant to General Instruction II.L of Form F-10 or, other than documents in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of Exchange Act, within the Securities Act time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’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 Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s 's request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s 's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s 's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s 's right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify ▇▇▇▇▇ Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon ▇▇▇▇▇ FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Ascendiant (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Ascendiant within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Ascendiant has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Ascendiant 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon C▇▇▇▇’▇ Fargo’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in C▇▇▇▇’▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Cowen (provided, however, that the failure of ▇▇▇▇▇ Fargo Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect C▇▇▇▇’▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Cowen within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Cowen has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Fargo Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect C▇▇▇▇’▇ Fargo’s right to rely on the representations and warranties made by the Company 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 or does not relate to the transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy or the filing of such amendment or supplement despite C▇▇▇▇’▇ objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to ▇▇▇▇▇ Fargo 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 (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b)(8424(b) of relating to the Securities Act)Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo SVB Leerink under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo SVB Leerink promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoSVB Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoSVB Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo SVB Leerink (provided, however, that the failure of ▇▇▇▇▇ Fargo SVB Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo SVB Leerink within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo SVB Leerink has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo SVB Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo SVB Leerink 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify SVB Leerink if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Ladenburg under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Ladenburg promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoLadenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoLadenburg’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Ladenburg (provided, however, that the failure of ▇▇▇▇▇ Fargo Ladenburg to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoLadenburg’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Ladenburg within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Ladenburg has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Ladenburg to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoLadenburg’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Ladenburg if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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) 497 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo 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 notify ▇▇▇▇▇ Fargo promptly 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 and filed, (B) of the receipt of any comment letter from the Commission or Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information or (D) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Securities or a security convertible into the Placement Securities Shares under this Agreement unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to effect the Prospectus, other than documents incorporated by reference, 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, the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act172), (i) the Company will notify ▇▇▇▇▇ Fargo promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Northland under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Northland promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information; information related to any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoNorthland’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargoupon the advice of Company’s reasonable opinionlegal counsel , may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Northland (provided, however, that the failure of ▇▇▇▇▇ Fargo Northland to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoNorthland’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Northland shall have with respect to the failure to make such filing shall be to cease making offers and sales of Placement Shares until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares (other than an Incorporated Document) unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Northland within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Northland has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Fargo Northland to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoNorthland’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide Northland any advance copy of such filing or to provide Northland an opportunity to object to such filing if the filing does not name Northland or does not relate to the transaction herein provided, and provided that the only remedy Northland shall have with respect to the failure by the Company to provide Northland with such copy or the filing of such amendment or supplement if required hereby despite Northland’s objection shall be to cease making offers and sales of Placement Shares under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Northland 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s Fargo Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s Fargo Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo Securities (provided, however, that the failure of ▇▇▇▇▇ Fargo Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Securities within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Securities has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Fargo Securities’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act (without reliance on Rule 424(b)(8) 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 Securities is required to be delivered by ▇▇▇▇▇ Fargo under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will promptly notify ▇▇▇▇▇ Fargo promptly the Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargothe Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargothe Manager’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo the Managers (provided, however, that the failure of ▇▇▇▇▇ Fargo the Managers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargothe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference into the Registration Statement, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo the Manager within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo the Manager has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo the Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargothe Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo the 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 ▇E▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencereference 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)).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo SVB Leerink under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify ▇▇▇▇▇ Fargo SVB Leerink promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus (insofar as it relates to the transactions contemplated hereby) or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoSVB Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoSVB Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo SVB Leerink (provided, however, that the failure of ▇▇▇▇▇ Fargo SVB Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo SVB Leerink within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo SVB Leerink has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Fargo SVB Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoSVB Leerink’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide SVB Leerink any advance copy of such filing or to provide SVB Leerink an opportunity to object to such filing if the filing does not name SVB Leerink and does not related to the transaction herein provided and (C) the only remedy SVB Leerink shall have with respect to the failure by the Company to provide SVB Leerink with such copy or the filing of such amendment or supplement despite SVB Leerink’s objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo SVB Leerink 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a) based on Rule 424(b)(8) of the Securities ActCompany’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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Barclays 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 notify ▇▇▇▇▇ Fargo promptly Barclays 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 and filed, (B) of the receipt of any comment letter from the Commission or Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information or (D) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s Barclays’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s Barclays’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Barclays (provided, however, that the failure of ▇▇▇▇▇ Fargo Barclays to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Securities or a security convertible into Shares under the Placement Securities Sales Agreements unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Barclays within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Barclays has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Barclays to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Barclays’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Barclays 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 (iv) the Company will cause each amendment or supplement to effect the Prospectus, other than documents incorporated by reference, 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, the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo under the UBS Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo UBS Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s UBS Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s UBS Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo UBS Securities (provided, however, that the failure of ▇▇▇▇▇ Fargo UBS Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s UBS Securities’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo UBS Securities within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo UBS Securities has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo UBS Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s UBS Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, 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) 497 of the Securities Act). The Company will also promptly effect the necessary post-effective amendment and the filings required pursuant to Rule 497 and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.

Registration Statement Amendments. After the date filing of this Agreement the first Prospectus Supplement relating to the Securities, and during any period in which a Prospectus prospectus relating to any Placement Securities is required to be delivered by ▇▇▇▇▇ Fargo BRFBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company Partnership will notify ▇▇▇▇▇ Fargo BRFBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company Partnership will prepare and file with the Commission, promptly upon ▇▇▇▇▇ FargoBRFBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoBRFBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by ▇▇▇▇▇ Fargo BRFBR (provided, however, that the failure of ▇▇▇▇▇ Fargo BRFBR to make such request shall not relieve the Company Partnership of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement; and provided, further, that the only remedy BRFBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo BRFBR within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo BRFBR has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Fargo BRFBR to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoBRFBR’s right to rely on the representations and warranties made by the Company Partnership in this Agreement and (B) the Partnership have no obligation to provide BRFBR any advance copy of such filing or to provide BRFBR an opportunity to object to such filing if the filing does not name BRFBR or does not relate to the transaction herein provided; and provided, further, that the only remedy BRFBR shall have with respect to the failure by the Partnership to obtain such consent shall be to cease making sales under this Agreement) ), and the Company Partnership will furnish to ▇▇▇▇▇ Fargo BRFBR 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 (iv) the Company Partnership will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8) of the Securities ActPartnership’s reasonable opinion or reasonable objections, shall be made solely by the Partnership).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Guggenheim Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify ▇▇▇▇▇ Fargo Guggenheim Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇ Fargo’s Guggenheim Securities’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ Fargo’s Guggenheim Securities’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Guggenheim Securities by ▇▇▇▇▇ Fargo (provided, however, that the failure of ▇▇▇▇▇ Fargo Guggenheim Securities to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Guggenheim Securities’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Guggenheim Securities within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Guggenheim Securities has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Guggenheim Securities to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ Fargo’s Guggenheim Securities’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Guggenheim Securities 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Act, and (without reliance on Rule 424(b)(8v) prior to the termination of this Agreement, the Company will notify Guggenheim Securities if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify ▇▇▇▇▇ Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon ▇▇▇▇▇ FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Ascendiant (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Ascendiant within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Ascendiant has not reasonably objected thereto (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Ascendiant 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Ascendiant under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify ▇▇▇▇▇ Fargo Ascendiant promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon ▇▇▇▇▇ FargoAscendiant’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇ FargoAscendiant’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Ascendiant (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Ascendiant will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Ascendiant within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Ascendiant has not reasonably objected thereto within two (2) Business Days (provided, however, that the failure of ▇▇▇▇▇ Fargo Ascendiant to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇ FargoAscendiant’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Ascendiant will have respecting the failure by the Company to provide Ascendiant with such copy will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ Fargo Ascendiant 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 (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8) of the Securities ActCompany’s reasonable opinion or reasonable objections, will 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 Securities Shares is required to be delivered by ▇▇▇▇▇ Fargo Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify ▇▇▇▇▇ Fargo Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon C▇▇▇▇’▇ Fargo’s request, any amendments or supplements to the Registration Statement or Prospectus that, in C▇▇▇▇’▇ Fargo’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by ▇▇▇▇▇ Fargo Cowen (provided, however, that the failure of ▇▇▇▇▇ Fargo Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect C▇▇▇▇’▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Fargo Cowen within a reasonable period of time before the filing and ▇▇▇▇▇ Fargo Cowen has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Fargo Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect C▇▇▇▇’▇ Fargo’s right to rely on the representations and warranties made by the Company in this Agreement or any Terms 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 or does not relate to the transaction herein provided, and (C) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy or the filing of such amendment or supplement despite C▇▇▇▇’▇ objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to ▇▇▇▇▇ Fargo 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 (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) 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 (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act)Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.