Common use of Registration Statement Amendments Clause in Contracts

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by ▇B▇▇▇▇ under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities 1933 Act or similar ruleRegulations (“Rule 172”)), (i) the Company will notify ▇B▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any 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 Shares or for additional information related (other than any such supplement to the Prospectus that does not relate to the Placement SharesSecurities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon ▇B▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇B▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares Securities by ▇B▇▇▇▇ (provided, however, that the failure of ▇B▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇B▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to ▇B▇▇▇▇ within a reasonable period of time before the filing and ▇B▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇B▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇B▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇B▇▇▇▇ 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; and 1933 Act Regulations (vwithout reliance on Rule 424(b)(8) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities 1933 Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(aRegulations), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement, provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such a filing (other than ▇▇ ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be by to cease making sales under this Agreement until such amendment or supplement is filed)); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or and does not relate to the transaction herein provided transactions herein, and (C) the only remedy that ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Sales Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall 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, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with make such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇-▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) other than the Prospectus Supplement Suspension Period (as defined below) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇-▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or and amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, in either case related to the Placement Shares Placement, or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Shares or a security convertible into the Placement Shares (except for documents incorporated by reference therein) unless a copy thereof has been submitted to ▇▇▇▇▇-▇▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇-▇▇▇▇▇▇ has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of ▇▇▇▇▇-▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇-▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇-▇▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇-▇▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name ▇▇▇▇▇-▇▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy ▇▇▇▇▇-▇▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇-▇▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇-▇▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇; (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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); (iv) the Company will furnish to ▇▇▇▇▇-▇▇▇▇▇▇ a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which ▇▇▇▇▇-▇▇▇▇▇▇ reasonably objects; and (v) not to take any action that would result in ▇▇▇▇▇-▇▇▇▇▇▇ or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of ▇▇▇▇▇-▇▇▇▇▇▇ that ▇▇▇▇▇-▇▇▇▇▇▇ otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) that the failure of ▇▇▇▇▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) that the Company has no obligation to provide ▇▇▇▇▇▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name ▇▇▇▇▇▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated hereunder, and (C) that the only remedy ▇▇▇▇▇▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection with such copy shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇▇▇▇▇▇ 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 (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharestransactions contemplated hereby, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (in each case, insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that (x) the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that and (y) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing filings (other than ▇▇ ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or and does not relate to the transaction herein provided and (C) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection (other than ▇▇ ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with the Commission under this Section 7(a), based on Prospectus Supplement pursuant to Rule 424(b) relating to the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any 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 Shares or for additional information related provided, however, if any such supplement to the Prospectus does not relate to the Placement Shares; (ii) Securities and no Placement Notice is pending, the Company will prepare and file with the Commission, promptly upon may satisfy this Section 7(a)(i) by notifying BofA ▇▇▇▇▇’▇▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable of such supplement to comply with applicable law in connection with the distribution Prospectus no later than the close of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely business on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make date of first use of such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed)supplement; (iiiii) at any time during which a Placement Notice is pending, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Common Stock unless a copy thereof has been submitted to BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 (iviii) 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 (without reliance on Rule 424(b)(8) under the Securities Act; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference any Incorporated Documents or amendments no not related to the any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the any Placement Shares or for additional information related to the any Placement Shares; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ the Agents' reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ the Agents' reasonable opinionopinion and upon the advice of the Company's legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agents (provided, however, that the failure of ▇▇▇▇▇ the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents' right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ the Agents within a reasonable period of time before the filing and ▇▇▇▇▇ the Agents has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents' right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ the Agents any advance copy of such filing or to provide ▇▇▇▇▇ the Agents an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ the Agents or does not relate to the transaction herein provided provided, and (C) the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure by the Company to provide ▇▇▇▇▇ the Agents with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ the Agents' objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, and provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto in writing (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or does not relate to the transaction herein provided and and, (C) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, ) shall be made exclusively by the Company. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference any Incorporated Documents or amendments no not related to the any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the any Placement Shares or for additional information related to the any Placement Shares; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ the Agents’ reasonable opinionopinion and upon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agents (provided, however, that the failure of ▇▇▇▇▇ the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents’ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ the Agents within a reasonable period of time before the filing and ▇▇▇▇▇ the Agents has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ the Agents any advance copy of such filing or to provide ▇▇▇▇▇ the Agents an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ the Agents or does not relate to the transaction herein provided provided, and (C) the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure by the Company to provide ▇▇▇▇▇ the Agents with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ the Agents’ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that (other than ▇▇ ▇▇▇▇▇’▇ right under Section 9 hereof) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make obtain such filing consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇only remedy ▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by ▇▇▇▇▇ under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under of the Securities 1933 Act or similar ruleRegulations (“Rule 172”)), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any 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 Shares or for additional information related (other than any such supplement to the Prospectus that does not relate to the Placement SharesSecurities if no Placement Notice is pending); (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares Securities by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and 1933 Act Regulations (vwithout reliance on Rule 424(b)(8) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities 1933 Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(aRegulations), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by B. ▇▇▇▇▇ FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify B. ▇▇▇▇▇ FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon B. ▇▇▇▇▇’▇ reasonable FBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by B. ▇▇▇▇▇ FBR (provided, however, that the failure of B. ▇▇▇▇▇ FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy B. ▇▇▇▇▇ FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement 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 Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to B. ▇▇▇▇▇ FBR within a reasonable period of time before the filing and B. ▇▇▇▇▇ FBR has not reasonably objected thereto (provided, however, that (A) the failure of B. ▇▇▇▇▇ FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide B. ▇▇▇▇▇ FBR any advance copy of such filing or to provide B. ▇▇▇▇▇ FBR an opportunity to object to such filing if the filing does not name B. ▇▇▇▇▇ FBR or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy B. ▇▇▇▇▇ FBR shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to B. ▇▇▇▇▇ FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇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; and (v) prior Act or, in the case of any document to the termination of this Agreementbe incorporated therein by reference, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer to be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement filed with the Commission under this Section 7(a)as required pursuant to the Exchange Act, based on within the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Companytime period prescribed.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇. ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify ▇. ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇. ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇. ▇▇▇▇▇ (provided, however, that the failure of ▇. ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇. ▇▇▇▇▇ 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 Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to ▇. ▇▇▇▇▇ within a reasonable period of time before the filing and ▇. ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇. ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇. ▇▇▇▇▇ any advance copy of such filing or to provide ▇. ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇. ▇▇▇▇▇ or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇. ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇. ▇▇▇▇▇ 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement Agreement) and, provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected in writing thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide provided ▇▇ ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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, objections shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by B. ▇▇▇▇▇ FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify B. ▇▇▇▇▇ FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon B. ▇▇▇▇▇’▇ reasonable FBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by B. ▇▇▇▇▇ FBR (provided, however, that the failure of B. ▇▇▇▇▇ FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy B. ▇▇▇▇▇ FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement 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 Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to B. ▇▇▇▇▇ FBR within a reasonable period of time before the filing and B. ▇▇▇▇▇ FBR has not reasonably objected thereto (provided, however, that (A) the failure of B. ▇▇▇▇▇ FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide B. ▇▇▇▇▇ FBR any advance copy of such filing or to provide B. ▇▇▇▇▇ FBR an opportunity to object to such filing if the filing does not name B. ▇▇▇▇▇ FBR or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy B. ▇▇▇▇▇ FBR shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to B. ▇▇▇▇▇ FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination or, in the case of any document to file or not file any amendment or supplement be incorporated therein by reference, to be filed with the Commission under this Section 7(a)as required pursuant to the Exchange Act, based on within the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Companytime period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no or supplements not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ the Agent’s reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agent (provided, however, that the failure of ▇▇▇▇▇ the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agent’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ the Agent within a reasonable period of time before the filing and ▇▇▇▇▇ the Agent has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agent’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement (B) the Company has no obligation to provide ▇▇▇▇▇ the Agent any advance copy of such filing or to provide ▇▇▇▇▇ the Agent an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ the Agent or does not relate to the transaction herein provided and (C) the Company may file such filing to the extent required by securities laws; and provided, further, that the only remedy ▇▇▇▇▇ the Agent shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇IDEA; 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that (x) the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that and (y) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇ ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or and does not relate to the transaction herein provided herein, and (C) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy copy, to make such filings, or the filing of to obtain such amendment or supplement despite consent (other than ▇▇ ▇▇▇▇▇’▇ objection rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ MLV (provided, however, that the failure of ▇▇▇▇▇ MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ MLV’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, 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); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ MLV within a reasonable period of time before the filing and ▇▇▇▇▇ MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ MLV’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇ MLV any advance copy of such filing or to provide ▇▇▇▇▇ MLV an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ MLV or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇▇▇▇▇ MLV shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇. ▇▇▇▇▇ FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇. ▇▇▇▇▇ FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to ▇. ▇▇▇▇▇ within a reasonable period of time FBR at least two Business Days before the filing and ▇. ▇▇▇▇▇ FBR has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of ▇. ▇▇▇▇▇ FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇. ▇▇▇▇▇ FBR any advance copy of such filing or to provide ▇. ▇▇▇▇▇ FBR an opportunity to object to such filing if the such filing does not name ▇. ▇▇▇▇▇ FBR or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy ▇. ▇▇▇▇▇ FBR shall have with respect to the failure by the Company to provide ▇. ▇▇▇▇▇ FBR with such copy or the filing of such amendment or supplement despite ▇. ▇▇▇▇’▇ FBR’s objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇. ▇▇▇▇▇ FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; a Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ MLV (provided, however, that the failure of ▇▇▇▇▇ MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ MLV’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, 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); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ MLV within a reasonable period of time before the filing and ▇▇▇▇▇ MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ MLV’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇ MLV with any advance copy of such filing or to provide ▇▇▇▇▇ an MLV with the opportunity to object to such filing if the such filing does not name ▇▇▇▇▇ MLV or does not relate to the transaction herein provided transactions contemplated by this Agreement; and (C) provided, further, that the only remedy ▇▇▇▇▇ MLV shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇C▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇C▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇C▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus that, in ▇C▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇C▇▇▇▇ (provided, however, that the failure of ▇C▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement, and provided further, that the only remedy ▇C▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇C▇▇▇▇ within a reasonable period of time before the filing and ▇C▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇C▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein and provided and (C) further, that the only remedy ▇C▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇C▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration StatementStatement (insofar as it relates to the transactions contemplated hereby), other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’'▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’'▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’'▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected in writing thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’'▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or and does not relate related to the transaction herein provided herein, and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’'▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharestransactions contemplated hereby, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇▇▇▇’▇ right under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto in writing within two Business Days (provided, however, that (A) that the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or and does not relate to the transaction herein provided herein, and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy copy, to make such filings or the filing of to obtain such amendment or supplement despite consent (other than ▇▇▇▇▇’▇ objection right under Section 9 hereof) shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final ATM Prospectus pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇C▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify ▇C▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (in each case in this subclause (i) only insofar as such amendment or supplement names C▇▇▇▇ or relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇C▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇C▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇C▇▇▇▇ (provided, however, that the failure of ▇C▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement; provided, provided further, that the only remedy ▇C▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall (other than C▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇C▇▇▇▇ within a reasonable period of time before the filing and ▇C▇▇▇▇ has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that (A) the failure of ▇C▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇C▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement; provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇C▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇consent (other than C▇▇▇▇’▇ objection shall rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to ▇C▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇E▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇C▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to ▇▇▇▇▇▇▇ within a reasonable period of time ▇▇▇▇▇▇▇ before the filing and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than 122817078 v5 documents incorporated by reference or amendments no not related to the any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the any Placement Shares or for additional information related to the any Placement Shares; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided provided, and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇. ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇. ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to ▇. ▇▇▇▇▇ within a reasonable period of time at least two Business Days before the filing and ▇. ▇▇▇▇▇ has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of ▇. ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇. ▇▇▇▇▇ any advance copy of such filing or to provide ▇. ▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name ▇. ▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy ▇. ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇. ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇. ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇. ▇▇▇▇▇ 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 (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act): (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇ ▇▇▇▇▇ 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 Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement, provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such a filing (other than ▇▇ ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or and does not relate to the transaction herein provided transactions herein, and (C) the only remedy that ▇▇▇▇▇ shall have with respect to the failure by the Company to ​ US-DOCS\150547902.6​ provide ▇▇ ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related that do not name ▇▇▇▇▇ and do not relate to the Placement Sharestransactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related other than requests that do not relate to the Placement Shares; transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final ATM Prospectus pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that (x) the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that and (y) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇ ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or and does not relate to the transaction herein provided and (C) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy copy, to make such filings, or the filing of to obtain such amendment or supplement despite consent (other than ▇▇ ▇▇▇▇▇’▇ objection rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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.that

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by T▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify T▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon T▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in T▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by T▇ ▇▇▇▇▇ (provided, however, that (x) the failure of T▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect T▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that and (y) the only remedy that T▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than T▇ ▇▇▇▇▇’▇ rights under Section 9 hereof, shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to T▇ ▇▇▇▇▇ within a reasonable period of time before the filing and T▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of T▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect T▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to T▇ ▇▇▇▇▇ 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▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify T▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or and does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy copy, to make such filings, or the filing of to obtain such amendment or supplement despite consent (other than ▇▇▇▇▇’▇ objection rights under Section 9 hereof) shall be to cease making sales under this Agreement)) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify ▇▇▇▇▇ the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference any Incorporated Documents or amendments no not related to the any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the any Placement Shares or for additional information related to the any Placement Shares; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ the Agents’ reasonable opinionopinion and upon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agents (provided, however, that the failure of ▇▇▇▇▇ the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents’ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Agents within a reasonable period of time before the filing and ▇▇▇▇▇ has the Agents have not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ the Agents any advance copy of such filing or to provide ▇▇▇▇▇ the Agents an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ the Agents or does not relate to the transaction herein provided provided, and (C) the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure by the Company to provide ▇▇▇▇▇ the Agents with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ the Agents’ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇E▇▇▇▇; and (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; and (v) prior , or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not to file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference the Incorporated Documents or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to Prospectus, other than the Placement Shares Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agent (provided, however, that the failure of ▇▇▇▇▇ the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agent’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to ▇▇▇▇▇ the Agent within a reasonable period of time before the filing and ▇▇▇▇▇ the Agent has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agent’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇ the Agent any advance copy of such filing or to provide ▇▇▇▇▇ the Agent an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ the Agent or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇▇▇▇▇ the Agent shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇E▇▇▇▇; and (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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇. ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify ▇. ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany 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 or supplements not related to the Placement Shares any Placement, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇’ ▇▇▇▇’▇'▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company's legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇. ▇▇▇▇▇ (provided, however, that the failure of ▇. ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇’▇'▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇. ▇▇▇▇▇ 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, Prospectus (other than documents incorporated by reference, an amendment or supplement relating to an offering of the Company’s securities that is unrelated to the offering of the Placement Shares) relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to ▇. ▇▇▇▇▇ within a reasonable period of time before the filing and ▇. ▇▇▇▇▇ has not reasonably objected thereto in writing within a reasonable period of time following receipt of such by ▇. ▇▇▇▇▇ (provided, however, that (A) the failure of ▇. ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇’▇'▇ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇. ▇▇▇▇▇ any advance copy of such filing or to provide ▇. ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇. ▇▇▇▇▇ or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇. ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇. ▇▇▇▇▇ 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s 's reasonable opinion or reasonable objections, shall be made exclusively by the Company).

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement Agreement) and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) , and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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, objections shall be made exclusively by the Company. Prior to the initial sale of any Placement Shares, the Company shall file a final ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 promulgated under the Securities Act or similar rule), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that (A) the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement, provided further, that and (B) the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall (other than ▇▇▇▇▇’▇ right under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 promulgated under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement or any Terms Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided Shares and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement or any Terms Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Active\1608832827.6 Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make obtain such filing consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act): (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Sharesinformation; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that (other than ▇▇▇▇▇’▇ right under Section 9 hereof) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make obtain such filing consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, provided, further, that (B) the Company has no obligation to provide other than ▇▇▇▇▇’▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (Cright under Section 9 hereof) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by T▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify T▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon T▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in T▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by T▇ ▇▇▇▇▇ (provided, however, that the failure of T▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect T▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement Agreement) and, provided further, that the only remedy T▇ ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to T▇ ▇▇▇▇▇ within a reasonable period of time before the filing and T▇ ▇▇▇▇▇ has not reasonably objected in writing thereto (provided, however, that (A) the failure of T▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect T▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide T▇ ▇▇▇▇▇ any advance copy of such filing or to provide T▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name T▇ ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy T▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide T▇ ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite T▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to T▇ ▇▇▇▇▇ 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▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify T▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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, objections shall be made exclusively by the Company. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by B. ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify B. ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to B. ▇▇▇▇▇ within a reasonable period of time at least two Business Days before the filing and B. ▇▇▇▇▇ has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of B. ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect B. ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide B. ▇▇▇▇▇ any advance copy of such filing or to provide B. ▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name B. ▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy B. ▇▇▇▇▇ shall have with respect to the failure by the Company to provide B. ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite B. ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to B. ▇▇▇▇▇ 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 (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the DOCPROPERTY "DocID" \* MERGEFORMAT DM3\9994766.4 Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇. ▇▇▇▇▇ FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify ▇. ▇▇▇▇▇ FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇. ▇▇▇▇’▇ reasonable FBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇. ▇▇▇▇▇ FBR (provided, however, that the failure of ▇. ▇▇▇▇▇ FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇. ▇▇▇▇▇ FBR shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement 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 Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to ▇. ▇▇▇▇▇ FBR within a reasonable period of time before the filing and ▇. ▇▇▇▇▇ FBR has not reasonably objected thereto (provided, however, that (A) the failure of ▇. ▇▇▇▇▇ FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇. ▇▇▇▇’▇ FBR’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇. ▇▇▇▇▇ FBR any advance copy of such filing or to provide ▇. ▇▇▇▇▇ FBR an opportunity to object to such filing if the filing does not name ▇. ▇▇▇▇▇ FBR or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇. ▇▇▇▇▇ FBR shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇. ▇▇▇▇▇ FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination or, in the case of any document to file or not file any amendment or supplement be incorporated therein by reference, to be filed with the Commission under this Section 7(a)as required pursuant to the Exchange Act, based on within the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Companytime period prescribed.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharestransactions contemplated hereby, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇ ▇▇▇▇▇’▇ right under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto in writing within two Business Days (provided, however, that (A) that the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or and does not relate to the transaction herein provided herein, and (C) the only remedy ▇▇ ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy copy, to make such filings or the filing of to obtain such amendment or supplement despite consent (other than ▇▇ ▇▇▇▇▇’▇ objection right under Section 9 hereof) shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final ATM Prospectus pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related or supplements that do not name ▇▇▇▇▇ or do not relate to the Placement Sharestransactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares transactions contemplated by this Agreement or for additional information related to the Placement Shares; transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement) and provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite consent (other than ▇▇▇▇▇’▇ objection shall rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement), (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇ ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇ ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇ ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇ ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇ ▇▇▇▇▇ (provided, however, that the failure of ▇▇ ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, and provided further, that the only remedy ▇▇ ▇▇▇▇▇ shall have solely with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇ ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇ ▇▇▇▇▇ has not reasonably objected thereto in writing (provided, however, that (A) the failure of ▇▇ ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇ ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇ ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇ ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇ ▇▇▇▇▇ or does not relate to the transaction transactions herein provided and and, (C) the only remedy ▇▇ ▇▇▇▇▇ shall have solely with respect to the failure by the Company to provide ▇▇ ▇▇▇▇▇ with such copy or the filing of or such amendment or supplement despite ▇▇ ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇ ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, ) shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (insofar as it relates to the Placement Shares; transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite consent (other than ▇▇▇▇▇’▇ objection rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related (other than a supplement relating to an offering of the Company’s securities which is unrelated to the Placement Shares offering of the Common Stock hereunder) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; foregoing, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionopinion upon the advice of counsel, may be are necessary or advisable to comply with applicable law in connection with law, including the distribution of the Placement Shares by ▇▇▇▇▇ Securities Act (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act): (i) the Company will notify ▇▇▇▇▇ Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Sharesinformation; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ Cowen (provided, however, that the failure of ▇▇▇▇▇ Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy (other than ▇▇▇▇▇’▇ right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make obtain such filing consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Cowen within a reasonable period of time before the filing and ▇▇▇▇▇ Cowen has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, provided, further, that (B) the Company has no obligation to provide other than ▇▇▇▇▇’▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (Cright under Section 9 hereof) the only remedy ▇▇▇▇▇ Cowen shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement SharesPlacement; (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (▇, provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed)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 Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided provided, and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement); (iv) and the Company will furnish to ▇▇▇▇▇ 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 (ivv) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related that do not name ▇▇▇▇▇ and do not relate to the Placement Sharestransactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related other than requests that do not relate to the Placement Shares; transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with make such copy or the filing of such amendment or supplement despite (other than ▇▇▇▇▇’▇ objection shall rights under Section 9 hereof) will be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇-▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the "Prospectus Delivery Period"), (i) the Company will notify ▇▇▇▇▇-▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to ▇▇▇▇▇-▇▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇-▇▇▇▇▇▇ has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of ▇▇▇▇▇-▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’-▇▇▇▇▇▇'▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇-▇▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇-▇▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name ▇▇▇▇▇-▇▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy ▇▇▇▇▇-▇▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇-▇▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’-▇▇▇▇▇▇'▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇; (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s 's reasonable opinion or reasonable objections, shall be made exclusively by the Company); (iv) the Company will furnish to ▇▇▇▇▇-▇▇▇▇▇▇ a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which ▇▇▇▇▇-▇▇▇▇▇▇ reasonably objects; and (v) not to take any action that would result in ▇▇▇▇▇-▇▇▇▇▇▇ or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of ▇▇▇▇▇-▇▇▇▇▇▇ that ▇▇▇▇▇-▇▇▇▇▇▇ otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference the Incorporated Documents or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to Prospectus, other than the Placement Shares Incorporated Documents, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ the Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agent (provided, however, that the failure of ▇▇▇▇▇ the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agent’s right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to ▇▇▇▇▇ the Agent within a reasonable period of time before the filing and ▇▇▇▇▇ the Agent has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agent’s right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇ the Agent any advance copy of such filing or to provide ▇▇▇▇▇ the Agent an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ the Agent or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇▇▇▇▇ the Agent shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇E▇▇▇▇; and (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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related or supplements that do not name ▇▇▇▇▇ or do not relate to the Placement Sharestransactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares transactions contemplated by this Agreement or for additional information related to the Placement Shares; transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement) and provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite consent (other than ▇▇▇▇▇’▇ objection shall rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Shares, the Company shall file or not file any amendment or supplement with a final Sales Agreement Prospectus pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyShares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by C▇▇▇▇-▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify C▇▇▇▇-▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement and, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing 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 Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to C▇▇▇▇-▇▇▇▇▇▇ within a reasonable period of time before the filing and C▇▇▇▇-▇▇▇▇▇▇ has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of C▇▇▇▇-▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect C▇▇▇▇-▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide C▇▇▇▇-▇▇▇▇▇▇ any advance copy of such filing or to provide C▇▇▇▇-▇▇▇▇▇▇ an opportunity to object to such filing if the such filing does not name C▇▇▇▇-▇▇▇▇▇▇ or does not relate to the transaction herein provided transactions contemplated by this Agreement, and (C) the only remedy C▇▇▇▇-▇▇▇▇▇▇ shall have with respect to the failure by the Company to provide C▇▇▇▇-▇▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite C▇▇▇▇-▇▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to C▇▇▇▇-▇▇▇▇▇▇ at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇E▇▇▇▇; (iviii) 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. 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); (iv) the Company will furnish to C▇▇▇▇-▇▇▇▇▇▇ a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which C▇▇▇▇-▇▇▇▇▇▇ reasonably objects; and (v) not to take any action that would result in C▇▇▇▇-▇▇▇▇▇▇ or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of C▇▇▇▇-▇▇▇▇▇▇ that C▇▇▇▇-▇▇▇▇▇▇ otherwise would not have been required to file thereunder.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related or for additional information, insofar as it relates to the Placement Shares or for additional information related to the Placement Shares; transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ Cowen (provided, however, that the failure of ▇▇▇▇▇ Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ Cowen shall have with respect to the failure by the Company to make such filing (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ Cowen within a reasonable period of time before the filing and ▇▇▇▇▇ Cowen has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (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 ▇▇▇▇▇ or Cowen and does not relate to the transaction herein provided provided, and (C) the only remedy ▇▇▇▇▇ Cowen shall have with respect to the failure by the Company to provide ▇▇▇▇▇ Cowen with such copy or of the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination Prior to the initial sale of any Placement Shares, the Company shall file or not file any amendment or supplement with a final Prospectus Supplement pursuant to Rule 424(b) relating to the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the CompanyPlacement Shares.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), Act) (the “Prospectus Delivery Period”) (i) the Company will notify ▇▇▇▇▇▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇▇▇▇▇▇ 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 Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇▇▇▇▇▇ or does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇▇▇▇▇▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with obtain such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection consent shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇▇▇▇▇▇ 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; and (v) prior 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 termination of this AgreementExchange Act, within the Company will notify ▇▇▇▇▇ if at any time period prescribed (the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct) (the “Prospectus Delivery Period”), (i) the Company will notify ▇▇▇▇▇ the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Sharesany Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; Placement, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ the Agents’ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ the Agents (provided, however, that the failure of ▇▇▇▇▇ the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ the Agents’ right to rely on the representations and warranties made by the Company in this Agreement andand provided, provided further, that the only remedy ▇▇▇▇▇ the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; and (v) prior 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 termination of this Agreement, Exchange Act (the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents not reasonably objected thereto (provided, however, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents with any advance copy of such filing or to provide the Agents with the opportunity to object to such filing if such filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; , (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that (A) the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement, provided further, that and (B) the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall (other than ▇▇▇▇▇’▇ right under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement, Agreement and (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such copy or the filing of such amendment or supplement despite ▇▇▇▇▇’▇ objection shall (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related to the Placement Shares; information, (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement) and provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure to make such filing shall (other than ▇▇▇▇▇’▇ rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, (B) the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or does not relate to the transaction herein provided and (C) further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with make such copy or the filing of such amendment or supplement despite (other than ▇▇▇▇▇’▇ objection shall rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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 ▇▇▇▇▇; (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; , and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

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

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar ruleAct), (i) the Company will notify ▇▇▇▇▇ promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments no related to the Placement Sharesreference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related (in each case, insofar as it relates to Placement Shares or the Placement Shares; transactions contemplated by this Agreement), (ii) the Company will prepare and file with the Commission, promptly upon ▇▇▇▇▇’▇ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in ▇▇▇▇▇’▇ reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by ▇▇▇▇▇ (provided, however, that the failure of ▇▇▇▇▇ to make such request shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement andAgreement; and provided, provided further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to ▇▇▇▇▇ within a reasonable period of time before the filing and ▇▇▇▇▇ has not reasonably objected thereto in writing within two (2) Business Days of receipt (provided, however, that (A) the failure of ▇▇▇▇▇ to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect ▇▇▇▇▇’▇ right to rely on the representations and warranties made by the Company in this Agreement; provided, (B) further, that the Company has no obligation to provide ▇▇▇▇▇ any advance copy of such filing or to provide ▇▇▇▇▇ an opportunity to object to such filing if the filing does not name ▇▇▇▇▇ or and does not relate to the transaction herein provided provided; and (C) provided, further, that the only remedy ▇▇▇▇▇ shall have with respect to the failure by the Company to provide ▇▇▇▇▇ with such any advance copy or the filing of such amendment filing or supplement despite to make such filing over the objection of ▇▇▇▇▇’▇ objection shall be to cease making sales under this Agreement) and the Company will furnish to ▇▇▇▇▇ 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; and (v) prior to the termination of this Agreement, the Company will notify ▇▇▇▇▇ if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.

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